##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F/A
 (Amendment No. 1)
 
 (Mark One)
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
Commission file number: 001-33750
 Maxcom Telecomunicaciones, S.A.B. de C.V.
 (Exact name of Registrant as specified in its charter)
 
 Maxcom Telecommunications, Inc.
(Translation of Registrants name into English)
 
 (Jurisdiction of incorporation or organization)
 
 (Address of principal executive offices)
 
 
 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Certificados de Participación Ordinarios CPOs
 Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:   (Title of Class)
  Yes o No þ
 o þ
 þ o
 Yes o No o
  o Large accelerated filer
    
    o Accelerated filer
    
    þ Non-accelerated filer
  o o þ Other
  o þ
 o þ




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##### 



EXPLANATORY NOTE
   TABLE OF CONTENTS
 PART IIIITEM 17. FINANCIAL STATEMENTSITEM 18. FINANCIAL STATEMENTSITEM 19. EXHIBITSExhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 13.2




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##### Table of Contents



PART III
 
 ITEM 17. FINANCIAL STATEMENTS
  
 ITEM 18. FINANCIAL STATEMENTS
  PageReports of Independent Registered Public Accounting Firms
    
    
    F-1Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    F-4Consolidated
Statements of Operations for the years ended December 31, 2008, 2007 and 2006
    
    
    F-5Consolidated
Statements of Stockholders Equity for the years ended December 31, 2008, 2007
and 2006
    
    
    F-6Consolidated Statement of Cash Flows for the year ended December 31, 2008
    
    
    F-7Consolidated
Statement of Changes in Financial Position for the years ended December 31, 2007 and 2006
    
    
    F-8Notes to the Consolidated Financial Statements for the years ended December 31, 2008, 2007 and 2006
    
    
    F-9




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
        KPMG Cárdenas Dosal, S. C./s/Manuel Jimenez LaraManuel Jimenez LaraMexico City, MexicoJune 25, 2009
  F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control  Integrated
Framework
    Internal Control  Integrated Framework
  KPMG Cárdenas Dosal, S. C./s/Manuel Jimenez LaraManuel Jiménez LaraMexico City, MexicoJune 25, 2009
  F-2




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     PricewaterhouseCoopers, S. C./s/ Humberto Pacheco SoriaHumberto Pacheco SoriaAudit PartnerMexico City, March 4, 2008, except for
Note 21 which the date is May 30, 2008.
  F-3




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
 
    2008
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    1,591,405
    
    
    
    2,539,535Accounts receivable:Customers, net of allowance for doubtful accounts of
$161,936 and $107,652 for 2008 and 2007, respectively
    
    
    716,203
    
    
    
    517,254Value added tax recoverable
    
    
    164,448
    
    
    
    198,583Other accounts receivable
    
    
    77,650
    
    
    
    54,676958,301
    
    
    
    770,513Inventory  Net
    
    
    40,876
    
    
    
    33,249Prepaid expenses  Net
    
    
    30,778
    
    
    
    40,341Total current assets
    
    
    2,621,360
    
    
    
    3,383,638Long lived assets:Telephone network systems and equipment  Net (Note 7)
    
    
    4,684,413
    
    
    
    4,188,946Intangible assets  Net (Note 8)
    
    
    209,683
    
    
    
    208,802Preoperating expenses  Net
    
    
    50,863
    
    
    
    77,902Frequency rights  Net (Note 9)
    
    
    66,716
    
    
    
    80,930Other assets:Intangible asset derived from employee benefits (Notes 6b. and 14)
    
    
    
    
    
    
    17,650Deferred income taxes  Net (Note 19)
    
    
    148,114
    
    
    
    Prepaid expenses  Net
    
    
    15,381
    
    
    
    21,289Guaranty deposits
    
    
    8,315
    
    
    
    6,943Derivative financial instruments (Notes 5o. and 13)
    
    
    105,270
    
    
    
    13,475Other assets
    
    
    6,357
    
    
    
    14,525Total assets
    
    $
    7,916,472
    
    
    
    8,014,100Liabilities and Shareholders EquityCurrent liabilities:Trade accounts payable
    
    $
    469,328
    
    
    
    489,486Accruals
    
    
    45,505
    
    
    
    24,109Current installments of obligations under capital leases
    
    
    4,354
    
    
    
    8,087Customer deposits
    
    
    2,518
    
    
    
    2,801Other taxes payable
    
    
    61,048
    
    
    
    67,182Accrued interests (Note 11)
    
    
    13,920
    
    
    
    11,172Total current liabilities
    
    
    596,673
    
    
    
    602,837Long-term liabilities :Senior notes (Note 11)
    
    
    2,707,660
    
    
    
    2,173,240Obligation under capital leases, excluding current installments
    
    
    
    
    
    
    4,686Other accounts payable
    
    
    80,872
    
    
    
    78,174Derivative financial instruments (Notes 5o. and 13)
    
    
    8,472
    
    
    
    Deferred income taxes  Net (Note 19)
    
    
    
    
    
    
    97,742Labor obligations upon retirement (Note 14)
    
    
    21,626
    
    
    
    26,582Total long-term liabilities
    
    
    2,818,630
    
    
    
    2,380,424Total liabilities
    
    
    3,415,303
    
    
    
    2,983,261Shareholders equity (Notes 15 and 16)Capital stock
    
    
    5,410,244
    
    
    
    5,410,251Additional paid-in capital
    
    
    816,443
    
    
    
    888,056Deficit
    
    
    (1,705,231
    )
    
    
    (1,267,468
    )Repurchase of shares
    
    
    (20,287
    )
    
    
    Total shareholders equity
    
    
    4,501,169
    
    
    
    5,030,839Commitments and contingencies (Note 20)Total liabilities and shareholders equity
    
    $
    7,916,472
    
    
    
    8,014,100
   F-4




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
 
    2008
    
    
    2007
    
    
    2006Net revenues (Note 17)
    
    $
    2,683,229
    
    
    
    2,345,719
    
    
    
    1,741,692Operating costs and expenses:Network operating costs
    
    
    (1,120,167
    )
    
    
    (976,979
    )
    
    
    (676,977
    )Selling, general and administrative expenses (Note 6)
    
    
    (819,642
    )
    
    
    (722,618
    )
    
    
    (607,505
    )Depreciation and amortization
    
    
    (551,889
    )
    
    
    (370,227
    )
    
    
    (300,468
    )Total operating costs and expenses
    
    
    (2,491,698
    )
    
    
    (2,069,824
    )
    
    
    (1,584,950
    )Operating income
    
    
    191,531
    
    
    
    275,895
    
    
    
    156,742Other expenses:Other expenses
    
    
    (12,616
    )
    
    
    (12,819
    )
    
    
    (18,777
    )Restructuring charges (Notes 5n and 14)
    
    
    (49,491
    )
    
    
    
    
    
    
    Impairment of long-lived assets (Notes 5(h), 5(i), 7, 8 and 9)
    
    
    (532,315
    )
    
    
    
    
    
    
    Employees statutory profit sharing (Notes 6 and 19)
    
    
    (1,173
    )
    
    
    (3,257
    )
    
    
    Other expenses, net
    
    
    (595,595
    )
    
    
    (16,076
    )
    
    
    (18,777
    )Comprehensive financing cost  Net (Note 18)
    
    
    (267,393
    )
    
    
    (126,641
    )
    
    
    (107,182
    )(Loss) income before income taxes
    
    
    (671,457
    )
    
    
    133,178
    
    
    
    30,783Income taxes (Note 19):Current tax expense
    
    
    (12,162
    )
    
    
    (50,700
    )
    
    
    Deferred tax benefit (expense)
    
    
    245,856
    
    
    
    (46,282
    )
    
    
    (60,050
    )Total income tax benefit (expense)
    
    
    233,694
    
    
    
    (96,982
    )
    
    
    (60,050
    )Net (loss) income for the year
    
    $
    (437,763
    )
    
    
    36,196
    
    
    
    (29,267
    )(Loss) earnings per share (Note 5t):Basic (loss) earnings per common share (pesos)
    
    $
    (0.55
    )
    
    
    0.06
    
    
    
    (0.07
    )Diluted (loss) earnings per common share (pesos)
    
    $
    (0.53
    )
    
    
    0.06
    
    
    
    (0.06
    )Weighted average basic shares (thousands)
    
    
    789,819
    
    
    
    560,176
    
    
    
    442,928Weighted average diluted shares (thousands)
    
    
    829,337
    
    
    
    606,144
    
    
    
    467,628
   F-5




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
 
    Additional
    
    
    Retained
    
    
    
    
    
    
    TotalCapital
    
    
    paid-in
    
    
    earnings
    
    
    Repurchase
    
    
    stockholdersstock
    
    
    capital
    
    
    (deficit)
    
    
    of shares
    
    
    equityBalances as of December 31, 2005
    
    $
    2,963,206
    
    
    
    237,114
    
    
    
    (1,274,397
    )
    
    
    
    
    
    
    1,925,923Increase in capital stock (Note 15)
    
    
    364,276
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    364,276Stock options plans (Note 16)
    
    
    
    
    
    
    15,982
    
    
    
    
    
    
    
    
    
    
    
    15,982Comprehensive net loss
    
    
    
    
    
    
    
    
    
    
    (29,267
    )
    
    
    
    
    
    
    (29,267
    )Balances as of December 31, 2006
    
    
    3,327,482
    
    
    
    253,096
    
    
    
    (1,303,664
    )
    
    
    
    
    
    
    2,276,914Increase in capital stock (Note 15)
    
    
    2,082,769
    
    
    
    597,836
    
    
    
    
    
    
    
    
    
    
    
    2,680,605Stock options plans (Note 16)
    
    
    
    
    
    
    37,124
    
    
    
    
    
    
    
    
    
    
    
    37,124Comprehensive net income
    
    
    
    
    
    
    
    
    
    
    36,196
    
    
    
    
    
    
    
    36,196Balances as of December 31, 2007
    
    
    5,410,251
    
    
    
    888,056
    
    
    
    (1,267,468
    )
    
    
    
    
    
    
    5,030,839Decrease in capital stock (Note 15)
    
    
    (7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7
    )Stock options plans (Notes 15 and
16)
    
    
    
    
    
    
    (71,613
    )
    
    
    
    
    
    
    
    
    
    
    (71,613
    )Repurchase of shares (Note 15)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,287
    )
    
    
    (20,287
    )Comprehensive net loss
    
    
    
    
    
    
    
    
    
    
    (437,763
    )
    
    
    
    
    
    
    (437,763
    )Balances as of December 31, 2008
    
    $
    5,410,244
    
    
    
    816,443
    
    
    
    (1,705,231
    )
    
    
    (20,287
    )
    
    
    4,501,169
   F-6




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
 
    2008Cash flows from operating activities:Loss before taxes
    
    $
    (671,457
    )Items related to investing activities:Depreciation and amortization
    
    
    551,889Impairment of long lived assets
    
    
    532,315Loss on sale of telephone network systems and equipment
    
    
    82,496Items related to financing activities:Financial instruments
    
    
    (83,323
    )Interest expense
    
    
    217,210Subtotal
    
    
    629,130Customer accounts receivable
    
    
    (198,949
    )Recoverable value added tax
    
    
    34,135Other accounts receivable
    
    
    (22,974
    )Inventory
    
    
    (7,627
    )Prepaid expenses
    
    
    9,563Trade accounts payable, provisions and other acumulated liabilities
    
    
    1,238Income taxes paid
    
    
    (7,320
    )Customer deposits
    
    
    (283
    )Other liabilities and taxes payable
    
    
    (3,436
    )Changes in employees benfits and provisions
    
    
    12,694Net cash provided by operating activities
    
    
    446,171Cash flows from investing activities:Capital expenditures (including interest capitalized
in the amount of $62,029 in 2008)
    
    
    (1,631,001
    )Proceeds from sale of telephone network systems and equipment
    
    
    4,364Increase in other non-current assets
    
    
    12,704Net cash used in investing activities
    
    
    (1,613,933
    )Cash flows from financing activities:Bonds payable
    
    
    534,420Decrease in capital stock
    
    
    (7
    )Stock options plans
    
    
    (71,613
    )Interest paid
    
    
    (214,462
    )Capital lease, payment of credits
    
    
    (8,419
    )Repurchase of shares
    
    
    (20,287
    )Net cash provided by financing
activities
    
    
    219,632Net decrease in cash and equivalents
    
    
    (948,130
    )Cash and cash equivalents:At beginning of year
    
    
    2,539,535At end of year
    
    $
    1,591,405
   F-7




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
 
    2007
    
    
    2006Operating activities:Net income (loss)
    
    $
    36,196
    
    
    
    (29,267
    )Add charges (deduct credits) to operations not requiring (providing) funds:Depreciation and amortization
    
    
    370,227
    
    
    
    300,468Deferred income taxes
    
    
    46,282
    
    
    
    60,050Stock options plan
    
    
    37,124
    
    
    
    15,982Accelerated amortization of debt
    
    
    
    
    
    
    17,671Employee benefits
    
    
    5,752
    
    
    
    4,642Net financing from (investing in) operating accounts:Accounts receivable
    
    
    (285,004
    )
    
    
    (251,021
    )Inventories
    
    
    2,540
    
    
    
    (19,160
    )Prepaid expenses
    
    
    4,109
    
    
    
    18,414Restricted cash and other current assets and liabilities
    
    
    85,932
    
    
    
    (29,881
    )Resources provided by operating activities
    
    
    303,158
    
    
    
    87,898Financing activities:Capital stock increases
    
    
    2,643,369
    
    
    
    364,276Proceeds from loans and bonds payable, net of payments and capitalizations
    
    
    126,160
    
    
    
    1,092,993Derivative financial instruments
    
    
    (24,036
    )
    
    
    (5,217
    )Resources provided by financing activities
    
    
    2,745,493
    
    
    
    1,452,052Investing activities:Telephone network systems and equipment, net of dispositions
    
    
    (1,160,359
    )
    
    
    (1,130,118
    )Acquisition of subsidiaries
    
    
    (33,576
    )
    
    
    (101,173
    )Intangible assets
    
    
    (54,472
    )
    
    
    190,425Other assets
    
    
    
    
    
    
    (1,011
    )Resources used in investing activities
    
    
    (1,248,407
    )
    
    
    (1,041,877
    )Increase of cash and cash equivalents
    
    
    1,800,244
    
    
    
    498,073Cash and cash equivalents:At beginning of year
    
    
    739,291
    
    
    
    241,218At end of year
    
    $
    2,539,535
    
    
    
    739,291
   F-8




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
 
   NOTE 1  ENTITY, INCORPORATION AND CHANGE OF INCORPORATION STRUCTURE
   NOTE 2  CONCESSIONS, FREQUENCY RIGHTS AND INTERCONNECTION AGREEMENTS
 Concessions
   F-9




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
      Frequency rights
    F-10




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   Convergence agreement
   Interconnection agreements
      F-11




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    NOTE 3  RELEVANT CORPORATE EVENTS
 a.
    
    Acquisition of Sierra Comunicaciones Globales:
    Net assetsBook Value
    
    
    
    
    
    
    recognized atof net assets as
    
    
    
    
    
    
    fair value as ofof November 15,
    
    
    Goodwill
    
    
    November 15,2007
    
    
    allocation
    
    
    2007Assets:Current assets
    
    $
    45
    
    
    
    
    
    
    
    45Fixed assets
    
    
    10,935
    
    
    
    21,814
    
    
    
    32,74910,980
    
    
    
    21,814
    
    
    
    32,794Liabilities:Current liabilities
    
    
    (112
    )
    
    
    
    
    
    
    (112
    )Net acquired assets
    
    
    10,868
    
    
    
    21,814
    
    
    
    32,682Net assets fair value
    
    
    (32,682
    )
    
    
    
    
    
    
    (32,682
    )Cost in excess of
book value of subsidiaries
    
    $
    (21,814
    )
    
    
    21,814
    
    
    
    
  F-12




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
     b.
    
    Acquisition of Grupo Telereunion:
    Net assetsBook value of
    
    
    Negative
    
    
    recognized atnet assets as of
    
    
    goodwill
    
    
    fair value as ofJune 30, 2006
    
    
    allocation
    
    
    June 30,2006Assets:Current assets
    
    $
    56,530
    
    
    
    
    
    
    
    56,530Fixed assets
    
    
    421,572
    
    
    
    (166,944
    )
    
    
    254,628Intangible assets
    
    
    224,844
    
    
    
    (224,844
    )
    
    
    Deferred taxes
    
    
    37,467
    
    
    
    (37,467
    )
    
    
    740,413
    
    
    
    (429,255
    )
    
    
    311,158Liabilities:Current liabilities
    
    
    (211,278
    )
    
    
    
    
    
    
    (211,278
    )Net acquired assets
    
    
    529,135
    
    
    
    (429,255
    )
    
    
    99,880Net assets fair value
    
    
    (99,880
    )
    
    
    
    
    
    
    (99,880
    )Book value in excess of
cost of subsidiaries
(negative goodwill)
    
    $
    429,255
    
    
    
    (429,255
    )
    
    
    
  F-13




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
      Net revenues
    
    $
    88,414Cost
    
    
    (61,223
    )Expenses
    
    
    (1,259
    )Depreciation
    
    
    (10,418
    )Operating income
    
    $
    15,514Net income
    
    $
    26,755
  F-14




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NOTE 4  CONSOLIDATION BASIS
  Subsidiary company
    
    %
    
    
    Line of businessCorporativo en Telecomunicaciones, S. A. de C. V.
    
    
    99.9
    
    
    Technical personnel servicesMaxcom Servicios Administrativos, S. A. de C. V.
    
    
    99.9
    
    
    Administrative personnel servicesMaxcom SF, S. A. de C. V.
    
    
    99.9
    
    
    Financial servicesOutsourcing Operadora de Personal, S. A. de C. V.
    
    
    99.9
    
    
    Technical personnel servicesTECBTC
Estrategias de Promoción, S. A. de C. V.
    
    
    99.9
    
    
    Technical personnel servicesMaxcom TV, S. A. de C. V. *
    
    
    99.9
    
    
    Cable television services
 Subsidiary company
    
    %
    
    
    Line of businessMaxcom USA, Inc. *
    
    
    100.0
    
    
    International telecommunications servicesTelereunion, S. A. de C. V.
    
    
    99.9
    
    
    Long distance and infrastructure leasingTelscape de México, S. A. de C. V.
    
    
    99.9
    
    
    Real estate servicesSierra USA Communications, Inc.
    
    
    100.0
    
    
    International telecommunication servicesSierra Comunicaciones Globales, S. A. de C. V.
    
    
    99.9
    
    
    Infrastructure leasing
 *
    
    Dormant companies.    F-15




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    NOTE 5  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        F-16




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   a.
    
    Recognition of the effects of the inflation
   InflationDecember 31,
    
    NCPI
    
    
    Year
    
    
    Accumulated2008
    
    
    133.761
    
    
    
    6.53
    %
    
    
    18.85
    %2007
    
    
    125.564
    
    
    
    3.76
    %
    
    
    11.56
    %2006
    
    
    121.015
    
    
    
    4.05
    %
    
    
    7.52
    %2005
    
    
    116.301
    
    
    
    3.33
    %
    
    
    3.33
    %
 b.
    
    Cash and cash equivalents
   F-17




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   c.
    
    Inventories
  d.
    
    Telephone network systems and equipment
        F-18




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
     e.
    
    Intangible assets
      F-19




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   f.
    
    Concessions
  g.
    
    Frequency rights
  h.
    
    Preoperating expenses
   i.
    
    Impairment of long lived assets.
   F-20




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    j.
    
    Liabilities and accruals
  k.
    
    Transactions in foreign currencies
  l.
    
    Income Tax (IT), Asset Tax (AT), Flat Rate Business Tax (IETU), and Employees Statutory
Profit Sharing (ESPS)
    F-21




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   m.
    
    Employees Statutory Profit Sharing (ESPS)
  n.
    
    Employee benefits
   o.
    
    Derivative financial instruments
   Risk Coverage
   F-22




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    Embedded Derivatives
  p.
    
    Revenue recognition
      F-23




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
           F-24




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   q.
    
    Business and credit concentration
   r.
    
    Stock-options compensation
       F-25




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
     2007
    
    
    2006Volatility of expected price per share
    
    
    30.00
    %
    
    
    30.00
    %Risk-free interest rate
    
    
    4.89
    %
    
    
    5.00
    %Expected life of options
    
    
    3.25
    
    
    
    3.50
  s.
    
    Information by segments
 
    F-26




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   t.
    
    (Loss) earnings per share
   u.
    
    New accounting standards
  NIF B-7 Business acquisitions 
  NIF B-8 Consolidated and combined financial statements
 (i.)
    
    The obligation to consolidate special purpose entities (SPEs) when controlled.
 (ii.)
    
    The possibility, under certain rules, of presenting unconsolidated financial statements
when the parent is, in turn, a subsidiary with no minority interest or when the minority
stockholders do not object to the fact that consolidated financial statements are not
issued.
 (iii.)
    
    Consideration is given to the existence of potential voting rights that might be exercised
or converted in favor of the entity as parent and that may change its involvement in
decision making at the time of assessing the existence of control.
 (iv.)
    
    Additionally, regulations relating to the valuation of permanent investments have been
transferred to a different bulletin.
  F-27




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    NIF C-7 Investments in associates and other permanent investments
 (i)
    
    Equity method of accounting is required for SPEs where significant influence is
exercised.
 (ii)
    
    Consideration is given to the existence of potential voting rights that might be
exercised or converted in favor of the entity as parent and that may change its involvement
in decision making at the time of assessing the existence of significant influence.
 (iii)
    
    A specific procedure and a limit for recognizing the associated entitys losses are
provided.
  NIF C-8 Intangible assets
 (i)
    
    The definition of intangible assets is narrowed to establish that separability is not the
only condition for the intangible asset to be identifiable;
 (ii)
    
    Subsequent outlays for research and development projects in progress should be expensed as
earned if they are part of the research phase or as an intangible asset if they meet the
criteria to be recognized as such;
 (iii)
    
    Greater detail is provided to account for the exchange of an asset, in accordance with
the provisions of international standards and other NIF;
 (iv)
    
    The presumption that an intangible asset may not exceed a useful life of twenty years was
eliminated;
  F-28




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    NIF D-8 Share based payments
    NOTE 6  ACCOUNTING CHANGES AND RECLASSIFICATIONS:
  (a) NIF B-10 Effects of inflation  Recognition of the effects
of inflation on the financial information
 (i)
    
    Recognition of the effects of inflation  An entity operates in a) an inflationary economic
environment when cumulative inflation over the immediately preceding 3-year period is equal to
or greater than 26%; and b) non-inflationary economic environment, when inflation over the
aforementioned period is less than 26%.
   F-29




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   (ii)
    
    Price index  the use of the National Consumer Price Index (NCPI) or the change in the value
of the Investment Unit (UDI) may be used for determining the inflation for a given period.
 (iii)
    
    Valuation of inventories and of foreign machinery and equipment  The possibility of using
replacement costs for inventories and specific indexation for foreign machinery and equipment
is no longer allowed.
 (iv)
    
    Equity adjustment for non-monetary Assets  On the effective date of this NIF, the unrealized
portion of the equity adjustment for non monetary assets, which is maintained in stockholders
equity, should be identified to be reclassified to earnings of the year when the originating
item is realized. The realized portion or when is not practical to identify the unrealized
portion, the realized and unrealized portions should be reclassified to retained earnings.
 (v)
    
    Monetary Position Gains or Losses (included in Deficit/Excess in Equity Restatement) will be
reclassified to retained earnings on the effective date of this NIF.
  (b) NIF D-3 Employee benefits  NIF Labor Obligations
 (i)
    
    Elimination of the recognition of an additional liability and the related intangible asset or
any comprehensive item as a separate element of stockholders equity.
 (ii)
    
    Employee benefits are classified in four principal categories; direct short-term and long
term, termination and post-employment benefits. NIF D-3 establishes a maximum five-year
period for amortizing unrecognized/unamortized items while actuarial gains or losses may be
recognized as earned or incurred. Unlike termination benefits, post-employment benefits
actuarial gains or losses may be immediately recognized in results of operations or amortized
over the expected service life of the employees.
  F-30




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   (iii)
    
    The use of nominal rates and the incorporation of the term salary increases due to
promotions.
 (iv)
    
    ESPS, including deferred ESPS, shall be presented in the statement of income as ordinary
operations, preferably within other income and expenses. Furthermore, NIF D-3 establishes
that the asset and liability method should be used for determining deferred ESPS; any effects
arising from the change in method shall be recognized in retained earnings, without
restatement of prior years financial statements.
  (c) NIF D-4 Taxes on income Accounting for income and asset
taxes and employee statutory profit sharing
 (i)
    
    the balance of the cumulative IT effects resulting from the initial adoption of Bulletin D-4
in 2000 is reclassified to retained earnings, unless identified with any other comprehensive
item pending reclassification. On January 1, 2008 there were no IT effects reclassified to
retained earnings.
 (ii)
    
    the accounting treatment of ESPS (current and deferred) is transferred to NIF D-3, as
mentioned in paragraph (b) above.
 (d) NIF B-2 Statement of cash flows Statement of changes in
financial position
 (i)
    
    Instead of the statement of changes in financial position, the financial statements shall
include the statements of cash flows for all the periods presented comparatively with those of
the current year, except for financial statements of periods prior to 2008;
 (ii)
    
    Cash inflows and cash outflows are reported in nominal currency units, thus not including the
effects of inflation;
 (iii)
    
    Two alternative preparation methods (direct and indirect) are established, without stating
preference for either method. Furthermore, cash flows from operating activities are to be
reported first, followed by cash flows from investing activities and lastly by cash flows from
financing activities;
 (iv)
    
    Captions of principal items are to be reported gross, with certain exceptions and require
disclosure of the composition of items considered cash equivalents.
  F-31




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    (e) NIF B-15 Translation of foreign currencies Foreign
currency transactions and translation of financial statements of foreign operations
 (i)
    
    Replacing integrated foreign operation and foreign entity concepts by those of recording,
functional and reporting currencies, requiring that translation be made based on the economic
environment in which the entity operates, regardless of its dependency on the holding company.Includes translation procedures for instances where the recording and reporting currencies
differ from the functional currency and provides for the option not to conduct such
translation in companies not subject to consolidation or valuation based on the equity
method.
 (ii)
    
    The accounting changes produced by the initial application of this standard shall be
recognized based on the prospective method; that is, in a non-inflationary economic
environment, without modifying the translation already recognized in the consolidated
financial statements of prior periods, at the time of issue.
 Reclassifications-
   F-32




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NOTE 7  TELEPHONE NETWORK SYSTEMS AND EQUIPMENT  NET
  Estimateduseful2008
    
    
    2007
    
    
    life (years)Telecommunications network and equipment
    
    $
    3,440,327
    
    
    $
    2,944,366
    
    
    
    17Public telephony equipment
    
    
    582,734
    
    
    
    377,916
    
    
    
    8Leasehold improvements
    
    
    1,076,420
    
    
    
    821,883
    
    
    
    10Radio equipment
    
    
    397,444
    
    
    
    330,736
    
    
    
    30Line installation cost
    
    
    533,473
    
    
    
    402,306
    
    
    
    20Electronic equipment
    
    
    266,047
    
    
    
    266,047
    
    
    
    25Capitalized expenses due to construction
of networks
    
    
    425,636
    
    
    
    337,159
    
    
    
    30Capitalized comprehensive financing cost
    
    
    241,235
    
    
    
    66,525
    
    
    
    10Computer equipment
    
    
    222,413
    
    
    
    147,703
    
    
    
    5Transportation equipment
    
    
    65,138
    
    
    
    52,112
    
    
    
    4Office furniture
    
    
    39,661
    
    
    
    26,863
    
    
    
    10Other
    
    
    28,179
    
    
    
    20,476
    
    
    
    10Engineering equipment
    
    
    20,450
    
    
    
    13,227
    
    
    
    10Subtotal
    
    
    7,339,157
    
    
    
    5,807,319Accumulated depreciation and amortization
    
    
    (2,566,889
    )
    
    
    (2,082,785
    )Impairment charge (See note 5i)
    
    
    (500,684
    )
    
    
    Subtotal
    
    
    4,271,584
    
    
    
    3,724,534Construction in progress
    
    
    412,829
    
    
    
    464,412$
    4,684,413
    
    
    $
    4,188,946
     F-33




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
       2008
    
    
    2007Transportation equipment
    
    $
    4,740
    
    
    
    3,534Total
    
    $
    4,740
    
    
    
    3,534
 NOTE 8  INTANGIBLE ASSETS
  Useful2008
    
    
    2007
    
    
    life (years)Infrastructure rights
    
    $
    178,964
    
    
    $
    178,964
    
    
    30 and 15Debt issuance costs
    
    
    62,283
    
    
    
    60,340
    
    
    
    8Software licenses
    
    
    273,941
    
    
    
    213,543
    
    
    
    3.3515,188
    
    
    
    452,847Accumulated amortization
    
    
    (285,238
    )
    
    
    (244,045
    )Impairment charges
for intangible assets (See note 5i)
    
    
    (20,267
    )
    
    
    $
    209,683
    
    
    $
    208,802
  F-34




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
      NOTE 9  FREQUENCY RIGHTS
  2008
    
    
    2007Frequency rights
    
    $
    155,309
    
    
    $
    155,309Less  Accumulated amortization
    
    
    (82,144
    )
    
    
    (74,379
    )Impairment charges (See note 5i)
    
    
    (6,449
    )
    
    
    $
    66,716
    
    
    $
    80,930
   F-35




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NOTE 10  BALANCES AND TRANSACTIONS WITH RELATED PARTIES
  2008
    
    
    2007
    
    
    2006Commission and administrative services paid to:BBG Wireless (1)
    
    $
    7,709
    
    
    
    
    
    
    
    Electromecánica de Guadalajara, S. A. de C. V. (2)
    
    
    5,697
    
    
    
    7,425     -Automotriz Rio Sonora (3)
    
    
    5,122
    
    
    
    
    
    
    
    Road Telco & Consulting, S. A. de C. V. (5)
    
    
    1,975
    
    
    
    2,309
    
    
    
    1,639GS Comunicación (6)
    
    
    1,063
    
    
    
    
    
    
    
    Autokam Regiomontana, S. A. de C. V. (3)
    
    
    844
    
    
    
    343
    
    
    
    Ingeniería Avanzada en Construcción, S.A. de C.V. (7)
    
    
    765
    
    
    
    
    
    
    
    Vázquez Eduardo (8)
    
    
    480
    
    
    
    459
    
    
    
    Vázquez Gabriel Agustín (8)
    
    
    480
    
    
    
    459
    
    
    
    Solís Gilberto (6)
    
    
    332
    
    
    
    
    
    
    
    Bank of America, Co. (9)
    
    
    315
    
    
    
    378
    
    
    
    397Inmobiliaria Radio Centro (8)
    
    
    264
    
    
    
    
    
    
    
    MG Radio (4)
    
    
    101
    
    
    
    
    
    
    
    Inmobiliaria AutoKam, S. A. de C. V. (8)
    
    
    101
    
    
    
    98
    
    
    
    Aguirre Adrián (10)
    
    
    31
    
    
    
    
    
    
    
    Sierra Madre Automotriz, S. A. de C. V. (3)
    
    
    
    
    
    
    318
    
    
    
    Comercializadora Road el Camino, S. A. de C. V. (11)
    
    
    
    
    
    
    
    
    
    
    323Advertisement services provided by
Difusión Panorámica, S. A. de C. V. (4)
    
    
    
    
    
    
    
    
    
    
    22Total
    
    $
    25,279
    
    
    $
    11,789
    
    
    $
    4,351Revenues from telephony services collected from
related parties
    
    $
    966
    
    
    $
    1,020
    
    
    $
    940
 (1)
    
    Corresponds to cluster construction.(2)
    
    Corresponds to interest payments and a portion of the capital pertaining to a
loan to settle Telereunions debt with the Comisión Federal de Electricidad
(CFE). See note 20.(3)
    
    Corresponds to costs related to the purchase of vehicles.(4)
    
    Corresponds to advertising services.(5)
    
    Mr. Adrián Aguirre (Maxcom shareholder) is also a shareholder of Road Telco & Consulting, S.
A. de C. V. The transactions correspond to administrative services and sale of telephone
lines.  F-36




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   (6)
    
    Corresponds to payments regarding marketing consulting services.(7)
    
    Corresponds to the installation of public telephones.(8)
    
    Corresponds to lease of sites and offices owned by a relative of a Maxcom shareholder.(9)
    
    Corresponds to expenses related to the debt restructuring and travel expenses of Bank of
America (Maxcom shareholder).(10)
    
    Corresponds to expenses reimbursed.(11)
    
    Mr. Adrián Aguirre (Maxcom shareholder) is also a shareholder of Comercializadora Road el
Camino, S. A. de C. V. Transactions correspond to administrative services and sale of
telephone lines.  2008
    
    
    2007Accounts Receivable:Porcelanatto, S. A. de C. V.
    
    $
    29
    
    
    
    Guijarro de Pablo y Asociados, S.C.
    
    
    21
    
    
    
    Difusión Panorámica, S. A. de C. V.
    
    
    15
    
    
    
    Proa Mensaje y Comunicación, S. A. de C. V.
    
    
    11
    
    
    
    Road Telco & Consulting, S. A. de C. V.
    
    
    9
    
    
    
    Sport and Therapy Center, S. A. de C. V.
    
    
    8
    
    
    
    Safe Iberoamericana, S. A. de C. V.
    
    
    1
    
    
    
    Shareholder María Guadalupe Aguirre Gómez
    
    
    1
    
    
    
    Shareholder María Elena Aguirre Gómez
    
    
    1
    
    
    
    Shareholder Gabriel Vazquez
    
    
    1
    
    
    
    Shareholder Ricardo Arevalo Ruíz
    
    
    
    
    
    
    2$
    97
    
    
    
    2
  F-37




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   2008
    
    
    2007Accounts Payable:Electromecánica de Guadalajara, S. A. de C. V.
    
    $
    36,091
    
    
    
    36,370Autokam Regiomontana, S. A. de C. V.
    
    
    441
    
    
    
    GS Comunicación, S. A. de C. V.
    
    
    244
    
    
    
    Automotriz Río Sonora, S. A. de C. V.
    
    
    236
    
    
    
    Ingenieria Avanzada en Construcción, S. A. de C. V.
    
    
    112
    
    
    
    Nexus Partners
    
    
    30
    
    
    
    Inmobiliaria Radio Centro
    
    
    25
    
    
    
    Shareholder Adrián Aguirre Palme
    
    
    22
    
    
    
    Shareholder Eduardo Vazquez
    
    
    
    
    
    
    36Shareholder Gabriel Vazquez
    
    
    
    
    
    
    36Road Telco & Consulting, S. A. de C. V.
    
    
    
    
    
    
    23Inmobiliaria Autokam, S. A. de C. V.
    
    
    
    
    
    
    8$
    37,201
    
    
    
    36,473
  NOTE 11  BONDS PAYABLE
  2008
    
    
    2007Long term:Senior Notes maturing in 2014, bearing interest at a fixed
annual rate of 11%, payable semiannually as from June 15,
2007.
    
    $
    2,707,660
    
    
    $
    2,173,240
    F-38




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
          F-39




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    NOTE 12  FOREIGN CURRENCY POSITION
   2008
    
    
    2007Assets
    
    
    121,987
    
    
    
    223,278Liabilities
    
    
    (221,164
    )
    
    
    (223,196
    )Net (liabilities) assets in dollars
    
    
    (99,177
    )
    
    
    82Exchange rate at end of the year ($1 to the 1.00 dollar)
    
    $
    13.54
    
    
    $
    10.87
   F-40




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NOTE 13  DERIVATIVE FINANCIAL INSTRUMENTS
 Explicit Derivatives
  Cross Currency Swaps:
 Effects in operationsCounter-party
    
    Notional
    
    Basic conditions
    
    2008
    
    
    2007Bank Morgan
    
    75,000
    
    Interest Received: 11%
    
    
    (52,820
    )
    
    
    (4,563
    )Stanley AG
    
    USD
    
    Periodicity: Semi-annualMaturity: December 15, 2010(808,200)
    
    Interest Paid: 11.505% (Fixed)MXP
    
    Periodicity: Semi-annualMaturity: December 15, 2010Merrill Lynch
    
    75,000
    
    Interest Received: 11%
    
    
    (52,450
    )
    
    
    (4,352
    )Capital Markets
    
    USD
    
    Periodicity: Semi-annualAG
    
    
    
    Maturity: December 15, 2010(808,200)
    
    Interest Paid: 11.505% (Fixed)MXP
    
    Periodicity: Semi-annualMaturity: December 15, 2010
  F-41




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   Embedded Derivatives.
 forwards forwards
 Host Leasing
    
    
    
    
    
    Effects in operationsContract
    
    Notional
    
    Maturity
    
    2008MATC Digital
    
    0.5
    
    October 2009
    
    
    0.02(San Marcos)
    
    USDMATC Digital
    
    0.8
    
    September 2009
    
    
    23(E. Zapata)
    
    USDMATC Digital
    
    0.3
    
    June 2009
    
    
    5(Chiquihuite)
    
    USDGrande River
    
    0.9
    
    October 2009
    
    
    26Communications
    
    USDEnlace Digital
    
    2.5
    
    September 2009
    
    
    (34
    )Telecomunicaciones
    
    USDCarrierCOM
    
    1.5
    
    February 2009
    
    
    12USDGrupo Promotor
    
    151
    
    December 2012
    
    
    8,440Jomer
    
    USD
 NOTE 14  LABOR OBLIGATIONS UPON RETIREMENT
     F-42




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   Benefits2008Termination
    
    
    Retirement
    
    
    Total
    
    
    2007Net cost for the year:Labor cost
    
    $
    1,552
    
    
    
    2,983
    
    
    
    4,535
    
    
    
    3,629Financial cost
    
    
    698
    
    
    
    2,027
    
    
    
    2,725
    
    
    
    1,091Actuarial loss
    
    
    5,899
    
    
    
    
    
    
    
    5,899
    
    
    
    Prior service (2007
unamortized items):Amortization of prior service cost
and plan modifications
    
    
    964
    
    
    
    2,951
    
    
    
    3,915
    
    
    
    Amortization of transition liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,032Net cost for the year
    
    $
    9,113
    
    
    
    7,961
    
    
    
    17,07
    
    
    
    4            5,752
  BenefitsTermination
    
    
    Retirement
    
    
    TotalCurrent benefit obligation (CBO)
    
    $
    11,514
    
    
    
    25,836
    
    
    
    37,350Unrecognized items:Transition liability
    
    
    (3,856
    )
    
    
    (11,175
    )
    
    
    (15,031
    )Actuarial loss
    
    
    
    
    
    
    (693
    )
    
    
    (693
    )Projected liability, net
    
    $
    7,658
    
    
    
    13,968
    
    
    
    21,626
  F-43




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    Benefits obligationsby concept of:SeniorityPremium
    
    
    SeveranceCurrent benefit obligation (CBO)
    
    $
    1,283
    
    
    
    24,906Present liability, net
    
    
    1,283
    
    
    
    24,906Minus: projected liability, net
    
    
    (1,283
    )
    
    
    (7,256
    )Additional liability
    
    $
    
    
    
    
    17,650Projected benefit obligation (PBO)
    
    $
    1,480
    
    
    
    33,002Unrecognized items:Transition asset (liability)
    
    
    507
    
    
    
    (19,295
    )Actuarial loss
    
    
    (310
    )
    
    
    (6,452
    )Projected liability, net
    
    $
    1,677
    
    
    
    7,255
  BenefitsTermination
    
    
    Retirement
    
    
    TotalCBO at the beginning of the year
    
    $
    33,002
    
    
    
    1,480
    
    
    
    34,482Current labor cost
    
    
    4,049
    
    
    
    487
    
    
    
    4,536Financial Cost
    
    
    2,608
    
    
    
    118
    
    
    
    2,726Yearly real payments charged to the allowance
    
    
    (3,939
    )
    
    
    (442
    )
    
    
    (4,381
    )Actuarial (loss) gain for the period
    
    
    (64
    )
    
    
    51
    
    
    
    (13
    )CBO at the end of the year
    
    $
    35,656
    
    
    
    1,694
    
    
    
    37,350
  F-44




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    2008
    
    
    2007
    
    
    2006Retirement/Seniority Premium:CBO
    
    $
    1,694
    
    
    
    1,480
    
    
    
    1,125Total actuarial loss
    
    
    360
    
    
    
    311
    
    
    
    246Termination:CBO
    
    $
    35,656
    
    
    
    33,002
    
    
    
    25,979Total actuarial loss
    
    
    6,233
    
    
    
    6,452
    
    
    
    1,365
 Benefits2008
    
    
    2007Discount rate reflecting the value of the current obligations
    
    
    8.16
    %
    
    
    8.16
    %Compensation increase rate
    
    
    5.56
    %
    
    
    5.56
    %Employee Remnant Average Labor Life
(Applicable to benefits upon retirement)
    
    29.5 years
    
    
    28.90 years
 NOTE 15  SHAREHOLDERS EQUITY
  (Dirección General de Inversión Extranjera)
  F-45




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
      
    
    6,088,896 Series A-1 shares to Series A shares, at a one to one ratio;
    
    10,181,950 Series B-1 shares to Series B shares, at a one to one ratio;
    
    220,714,874 Series N-1 shares to Series N shares, at a one to one ratio, and
    
    26,867,820 Series N-2 shares to Series N shares, at a one to one ratio.
     F-46




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
      1.
    
    To make a public offering of Ordinary Participation Certificates (CPO) in Mexico, in the form
of shares by offering these securities at the Bolsa Mexicana de Valores, S.A. B. de C.V. and
other foreign markets in the form of American Depositary Shares (ADS) or other securities or
instruments representing the CPOs or the shares of the Company, in accordance with applicable
laws, including, without limitation, the US Securities Act of 1933, and upon registration of
the corresponding securities with the Securities and Exchange Commission, so that the
necessary funds may be raised in order to continue the development and growth of the Company
and pay its debts. The CPOs are equivalent to three shares and the ADSs are equivalent to
seven CPOs.2.
    
    The conversion and/or reclassification of all the shares under the Series A, B, and N,
into new common and registered Series A shares with no par value, representing both the
fixed and the variable portion of the capital stock, as applicable.3.
    
    Amend the Companys overall bylaws, including the creation of a number of intermediate
management bodies, and other changes required under the Mexican Stock Market Law to convert
the Company to a publicly traded company (Sociedad Anónima Bursátil or S. A. B.).4.
    
    Cancel 45,768,803 of the Companys treasury shares.5.
    
    Increase the variable capital stock by issuing up to 260,000,000 common and registered Series
A shares with no par value, representing the variable portion of the capital stock of the
Company and 45,768,803 registered Series A shares, with no par value, representing the
variable portion of the capital stock, to be kept at the treasury.
  F-47




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   
        F-48




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
     Series and Class of Shares
    
    2008
    
    
    2007
    
    
    2006Issued and outstanding:Series A Class I (fixed portion)
    
    
    1,528,827
    
    
    
    1,528,827
    
    
    
    1,528,827Series A Class II (variable portion)
    
    
    788,290,002
    
    
    
    788,290,002
    
    
    
    15,760,793Series A1 Class II (variable portion)
    
    
    
    
    
    
    
    
    
    
    Series B Class II (variable portion)
    
    
    
    
    
    
    
    
    
    
    16,611,595Series B1 Class II (variable portion)
    
    
    
    
    
    
    
    
    
    
    Series N Class II (variable portion)
    
    
    
    
    
    
    
    
    
    
    448,433,563Series N1 Class II (variable portion)
    
    
    
    
    
    
    
    
    
    
    Series N2 Class II (variable portion)
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    789,818,829
    
    
    
    789,818,829
    
    
    
    482,334,778
 Authorized shares not outstanding:
 2008
    
    
    2007
    
    
    2006Series A
    
    
    11,000,000
    
    
    
    307,010
    
    
    
    Series N
    
    
    
    
    
    
    
    
    
    
    45,901,176Series N1
    
    
    
    
    
    
    
    
    
    
    Subtotal
    
    
    11,000,000
    
    
    
    307,010
    
    
    
    45,901,176Total authorized shares
    
    
    800,818,829
    
    
    
    790,125,839
    
    
    
    528,235,954
  F-49




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
     2008
    
    
    2007Capital stock
    
    $
    4,814,428
    
    
    
    4,814,435Restatement effect
    
    
    595,816
    
    
    
    595,816Total capital stock
    
    $
    5,410,244
    
    
    
    5,410,251
 NOTE 16  STOCK OPTION PLAN
  a.
    
    Executive plan  under the aforesaid plan, there were 575,000 stock options available
as a grant for officers performance for the years of 1998, 1999 and 2000.b.
    
    New stock option plan for executives  As of December 31, 2005, the Board of
Directors and shareholders of the Company authorized an aggregate of 17,998,500 options to
remunerate officers for the services they rendered during the years 2002, 2003 and 2004.
Also, part of these options served as extraordinary remunerations granted to certain key
officers in case of a change in the control of the Company.c.
    
    Members of the Board of Directors and members of various committees  For each
meeting of the Board or of the different committees of the Company where directors and members
of the different committees attend, they receive an option to purchase 2,500 shares at an
exercise price of 0.01 dollars per share. The chairman of the Board or of the different
committees is entitled to receive options to subscribe 5,000 shares at the same above
mentioned exercise price. Options granted in each meeting may be exercised immediately and
expire three years after, beginning on the date when granted, except when the same Board or
the shareholders meeting provides another mechanism.d.
    
    Signing bonuses and other bonuses for officers or directors  From time to time the
Company has granted signing bonuses, special bonuses and other bonuses by way of stock
options. There was a reserve of 246,215 N1 Series, Class II treasury shares, available so
that the management or the Board of Directors may grant options on these shares as part of the
signing bonuses negotiated and signed to contract new key officers with the Company.
  F-50




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
     2008
    
    
    2007
    
    
    2006Weighed
    
    
    
    
    
    
    Weighed
    
    
    
    
    
    
    WeighedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseOptions
    
    

Price
USD
    
    
    Options
    
    

Price
USD
    
    
    Options
    
    

Price
USDOutstanding at beginning of year
    
    
    37,277
    
    
    $
    0.37
    
    
    
    36,651
    
    
    $
    0.38
    
    
    
    18,099
    
    
    $
    0.65Granted
    
    
    552
    
    
    
    0.01
    
    
    
    5,151
    
    
    
    0.25
    
    
    
    36,076
    
    
    
    0.24Exercised
    
    
    (11,041
    )
    
    
    0.06
    
    
    
    (339
    )
    
    
    0.31
    
    
    
    
    
    
    
    Cancelled
    
    
    
    
    
    
    
    
    
    
    (4,186
    )
    
    
    0.27
    
    
    
    (17,524
    )
    
    
    0.65Outstanding at the end of the year
    
    
    26,788
    
    
    
    0.31
    
    
    
    37,277
    
    
    
    0.37
    
    
    
    36,651
    
    
    
    0.38Options exercisable at the end of the year
    
    
    14,751
    
    
    
    0.31
    
    
    
    21,208
    
    
    
    0.41
    
    
    
    7,112
    
    
    
    0.99Weighted average price of options granted
during the year (denominated in U.S.
dollars)
    
    
    
    
    
    $
    0.01
    
    
    
    
    
    
    $
    0.25
    
    
    
    
    
    
    $
    0.24
  Weightedaveragegrant-dateNon vested granted Options
    
    Options
    
    
    fair valueBalance at January 1, 2008
    
    
    13,656
    
    
    USD
    0.10Vested
    
    
    (5,118
    )
    
    
    0.10Forfeited
    
    
    (5,373
    )
    
    
    0.10Balance at December 31, 2008
    
    
    3,165
    
    
    USD
    0.10
  F-51




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    2008
    
    
    2007Granted
    
    
    17,916
    
    
    
    35,272Granted/Vested
    
    
    14,751
    
    
    
    21,616Granted nonvested
    
    
    3,165
    
    
    
    13,656Available
    
    
    8,872
    
    
    
    2,005Total authorized options
    
    
    26,788
    
    
    
    37,277
  Weightedaveragegrant-dateGranted/Vested Options
    
    Options
    
    
    fair valueBalance at January 1, 2008
    
    
    21,616
    
    
    USD
    0.12Granted
    
    
    552
    
    
    
    0.15Exercised
    
    
    (11,041
    )
    
    
    0.07Vested
    
    
    5,118
    
    
    
    0.10Forfeited
    
    
    (1,494
    )
    
    
    0.12Balance at December 31, 2008
    
    
    14,751
    
    
    USD
    0.14
   F-52




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedStock
    
    
    average
    
    
    Directors
    
    
    average
    
    
    
    
    
    
    averageOption
    
    
    unit price
    
    
    &
    
    
    unit price
    
    
    
    
    
    
    unit pricePlan
    
    
    USD
    
    
    Officers
    
    
    USD
    
    
    Total
    
    
    USDCash out for share acquisition
    
    
    72,450
    
    
    
    6.6
    
    
    
    9,384
    
    
    
    6.3
    
    
    
    81,834
    
    
    
    6.5Cash in from exercised options
    
    
    (7,082
    )
    
    
    (0.6
    )
    
    
    (4,079
    )
    
    
    (2.7
    )
    
    
    (11,161
    )
    
    
    (0.9
    )Total
    
    
    65,368
    
    
    
    5.9
    
    
    
    5,305
    
    
    
    3.5
    
    
    
    70,672
    
    
    
    5.6
    Modified plan
    
    
    Previous2007
    
    
    2006
    
    
    PlanRequisite service period
    
    3 years
    
    
    3 years
    
    
    5 years
    (*)Fair value on modification date (dollars)
    
    
    0.149
    
    
    
    0.090
    
    
    
    0.000Exercise price (dollars)
    
    
    0.31
    
    
    
    0.31
    
    
    
    0.50Unrecognized compensation cost in
July 2006 (in dollars: 0 x 23,837,331
options)
    
    
    
    
    
    
    
    
    
    
    N/A
 (*)
    
    At the modification date most options had been already vested.  F-53




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    DollarsFair value of modified option at July 2007
    
    
    0.149Fair value of modified option at July 2006
    
    
    0.090Fair value of original option at July 2006
    
    
    0.000Incremental value of modified option at July 2007
    
    
    0.149Incremental value of modified option at July 2006
    
    
    0.090Incremental value of modified option at July 2007
    
    
    0.149Incremental value of modified option at July 2006
    
    
    0.090Unrecognized compensation cost for original option
    
    
    0.000Total compensation cost to be recognized in 2007
    
    
    0.149Total compensation cost to be recognized in 2006
    
    
    0.090
    F-54




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    New
    
    
    Plan for the
    
    
    Options for Boardemployee stock
    
    
    Chairman
    
    
    members andoption plan
    
    
    of the Board
    
    
    executives
    
    
    TotalGranted
    
    
    17,339,922
    
    
    
    4,385,781
    
    
    
    1,827,845
    
    
    
    23,553,548Expected forfeitures
    
    
    (3,467,984
    )
    
    
    
    
    
    
    
    
    
    
    (3,467,984
    )Outstanding options
authorized
    
    
    17,871,587
    
    
    
    
    
    
    
    1,057,055
    
    
    
    18,928,642Options vested during the year
    
    
    1,817,543
    
    
    
    1,330,800
    
    
    
    9,357,457
    
    
    
    12,505,800
 2008
    
    
    2007Authorized options
    
    
    43,961,391
    
    
    
    44,915,241Options granted
    
    
    (25,032,749
    )
    
    
    (42,471,437
    )Available options
    
    
    18,928,642
    
    
    
    2,443,804
  Black-Scholes assumptions at 2007
 Vesting Period
    
    Volatility
    
    
    Exercise Price
    
    
    Risk Free Rate
    
    
    Fair value3.25 years
    
    
    30
    %
    
    0.31 dollars
    
    
    4.89
    %
    
    0.149 dollars
 Black-Scholes assumptions at 2006
 Vesting Period
    
    Volatility
    
    
    Exercise Price
    
    
    Risk Free Rate
    
    
    Fair value3.5 years
    
    
    30
    %
    
    0.31 dollars
    
    
    5.00
    %
    
    0.090 dollars
  F-55




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    A)
    
    Employee Incentive Program.
 a.
    
    The yearly incentive goal, which may be given to the Companys officers
and employees who are eligible under the scope of the Executive Incentive Program,
is to reward management for value generation to the Company in a given period of
time.b.
    
    The minimum requirement for the incentives to be awarded is a value
generation of 15% year versus year. The following formula is how value generation
is calculated:Value Generation for the year = EBITDA * 8 (eight)  net indebtedness +
shareholders dividends  shareholders increase to the capital stock.c.
    
    The amount of the yearly incentive is allocated individually and is
subject to the yearly performance evaluation.d.
    
    The yearly incentive is divided into three parts:
 i.
    
    One part will be awarded through cash.ii.
    
    One part will be awarded through stock options in
order to receive ADRs, CPOs or any other instrument whose underlying
values represent Maxcoms capital stock.iii.
    
    One part will be awarded through stock options in
order to receive ADRs, CPOs or any other instrument whose underlying
values represent Maxcoms capital stock.
  B)
    
    Compensation for Directors and Committee members.
 a.
    
    Directors and Committee members will receive each year options to
purchase up to $120 in the form of CPOs, with the exception of the Chairman of the
Board who will receive each year options to purchase up to $240 in the form of
CPOs.
  F-56




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    2008Issuance expenses, net
    
    $
    (6,055
    )Stock option plan cost
    
    
    5,114Cost of
shares acquired for issuance upon exercise of stock options net
    
    
    (70,672
    )$
    (71,613
    )
 NOTE 17  FINANCIAL INFORMATION BY SEGMENTS AND BY GEOGRAPHICAL LOCATION
   Segment
    
    2008
    
    
    2007
    
    
    2006Residential
    
    $
    1,055,639
    
    
    
    897,855
    
    
    
    685,492Business
    
    
    809,130
    
    
    
    648,165
    
    
    
    495,433Public Telephony
    
    
    428,733
    
    
    
    386,404
    
    
    
    253,136Wholesale
    
    
    359,518
    
    
    
    376,092
    
    
    
    262,304Others
    
    
    30,209
    
    
    
    37,203
    
    
    
    45,327Total revenues
    
    $
    2,683,229
    
    
    
    2,345,719
    
    
    
    1,741,692Operating costs and expenses
    
    
    (2,491,698
    )
    
    
    (2,069,824
    )
    
    
    (1,584,950
    )Operating income
    
    $
    191,531
    
    
    
    275,895
    
    
    
    156,742
  F-57




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
     Metropolitan
    
    
    Central-Services
    
    Area
    
    
    South
    
    
    North
    
    
    TotalYear ended December 31, 2008:Local
    
    $
    1,558,015
    
    
    
    726,438
    
    
    
    20,488
    
    
    
    2,304,941Long distance
    
    
    236,706
    
    
    
    74,374
    
    
    
    9,014
    
    
    
    320,094Rent of dedicated links
    
    
    402
    
    
    
    
    
    
    
    
    
    
    
    402Sale of equipment to customers
    
    
    8,740
    
    
    
    1,873
    
    
    
    77
    
    
    
    10,690Capacity leasing
    
    
    47,102
    
    
    
    
    
    
    
    
    
    
    
    47,102Total revenue
    
    $
    1,850,965
    
    
    
    802,685
    
    
    
    29,579
    
    
    
    2,683,229Total assets as of December 31,
2008
    
    $
    9,578,452
    
    
    
    1,298,685
    
    
    
    308,373
    
    
    
    11,185,510Accumulated depreciation
and amortization
    
    
    (2,949,318
    )
    
    
    (232,333
    )
    
    
    (87,387
    )
    
    
    (3,269,038
    )Total assets
    
    $
    6,629,134
    
    
    
    1,066,352
    
    
    
    220,986
    
    
    
    7,916,472Acquisition of telephone
network systems and
equipment during 2008
    
    $
    1,339,919
    
    
    
    269,019
    
    
    
    22,063
    
    
    
    1,631,001
  F-58




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   Metropolitan
    
    
    Central-Services
    
    Area
    
    
    South
    
    
    North
    
    
    TotalYear ended December 31, 2007:Local
    
    $
    1,398,683
    
    
    
    517,154
    
    
    
    
    
    
    
    1,915,837Long distance
    
    
    171,308
    
    
    
    175,234
    
    
    
    10,375
    
    
    
    356,917Rent of dedicated links
    
    
    180
    
    
    
    119
    
    
    
    
    
    
    
    299Sale of equipment to customers
    
    
    10,698
    
    
    
    3,646
    
    
    
    
    
    
    
    14,344Capacity leasing
    
    
    58,322
    
    
    
    
    
    
    
    
    
    
    
    58,322Total revenue
    
    $
    1,639,191
    
    
    
    696,153
    
    
    
    10,375
    
    
    
    2,345,719Total assets as of December 31,
2007
    
    $
    8,728,860
    
    
    
    814,161
    
    
    
    553,864
    
    
    
    10,096,885Accumulated depreciation
and amortization
    
    
    (1,735,440
    )
    
    
    (71,547
    )
    
    
    (275,798
    )
    
    
    (2,082,785
    )Total assets
    
    $
    6,993,420
    
    
    
    742,614
    
    
    
    278,066
    
    
    
    8,014,100Acquisition of telephone
network systems and
equipment during
2007
    
    $
    651,006
    
    
    
    476,519
    
    
    
    32,834
    
    
    
    1,160,359
 Metropolitan
    
    
    Central-Services
    
    Area
    
    
    South
    
    
    North
    
    
    TotalYear ended December 31, 2006:Local
    
    $
    934,524
    
    
    
    385,265
    
    
    
    
    
    
    
    1,319,789Long distance
    
    
    220,131
    
    
    
    121,633
    
    
    
    28,459
    
    
    
    370,223Rent of dedicated links
    
    
    342
    
    
    
    157
    
    
    
    
    
    
    
    499Sale of equipment to customers
    
    
    6,062
    
    
    
    8,360
    
    
    
    
    
    
    
    14,422Capacity leasing
    
    
    36,759
    
    
    
    
    
    
    
    
    
    
    
    36,759Total revenue
    
    $
    1,197,818
    
    
    
    515,415
    
    
    
    28,459
    
    
    
    1,741,692Total assets as of December 31,
2006
    
    $
    5,867,306
    
    
    
    325,527
    
    
    
    386,778
    
    
    
    6,579,611Accumulated depreciation
and amortization
    
    
    (1,463,580
    )
    
    
    (50,039
    )
    
    
    (88
    )
    
    
    (1,513,707
    )Total assets
    
    $
    4,403,726
    
    
    
    275,488
    
    
    
    386,690
    
    
    
    5,065,904Acquisition of telephone
network systems and
equipment during
2006
    
    $
    987,954
    
    
    
    141,454
    
    
    
    710
    
    
    
    1,130,118
  F-59




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NOTE 18  COMPREHENSIVE FINANCIAL RESULTS
  2008
    
    
    2007
    
    
    2006Comprehensive financial results:Interest expense and commissions
    
    $
    (317,633
    )
    
    
    (285,858
    )
    
    
    (178,153
    )Interest
income
    
    
    53,994
    
    
    
    55,793
    
    
    
    8,591Exchange
gain income (loss)  Net
    
    
    (261,787
    )
    
    
    4,826
    
    
    
    (6,568
    )Effect of valuation of financial
instruments
    
    
    83,323
    
    
    
    20,421
    
    
    
    13,324Gain on monetary position
    
    
    
    
    
    
    42,586
    
    
    
    33,753$
    (442,103
    )
    
    
    (162,232
    )
    
    
    (129,053
    )Capitalized in telecommunications
equipment and network (Note 7)
    
    $
    174,710
    
    
    
    35,591
    
    
    
    21,871Total recorded in results of operations
    
    $
    (267,393
    )
    
    
    (126,641
    )
    
    
    (107,182
    )
 NOTE
19  INCOME TAX (IT), ASSET TAX (AT), FLAT RATE BUSINESS TAX
(IETU) AND EMPLOYEES
STAUTORY PROFIT SHARING (ESPS)
   F-60




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
          December 31,2008
    
    
    2007
    
    
    2006(Loss) profit before income tax expense
    
    $
    (671,457
    )
    
    
    133,178
    
    
    
    30,783Statutory income tax rate
    
    
    28
    %
    
    
    28
    %
    
    
    29
    %Income tax expense (benefit)
    
    
    (188,008
    )
    
    
    37,290
    
    
    
    8,927Increase (decrease) on income tax expense resulting from:Inflationary effects
    
    
    (19,163
    )
    
    
    2,080
    
    
    
    24,021
  F-61




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   December 31,2008
    
    
    2007
    
    
    2006Non-deductible expenses
    
    
    10,254
    
    
    
    14,017
    
    
    
    1,301Change in valuation allowance
    
    
    (34,498
    )
    
    
    39,272
    
    
    
    Cancellation of allowance on asset tax
for prior years(1)
    
    
    
    
    
    
    
    
    
    
    31,679Non-taxable income
    
    
    (2,888
    )
    
    
    
    
    
    
    Others
    
    
    609
    
    
    
    4,323
    
    
    
    (5,878
    )Income tax expense (benefit)
    
    
    (233,694
    )
    
    
    96,982
    
    
    
    60,050Effective income tax rate
    
    
    35
    %
    
    
    73
    %
    
    
    195
    %
 (1)
    
    As of December 31, 2005, the Company believed it had possibilities of recovering asset tax paid in
prior years, based on the results of legal proceedings initiated and the fact that the prior Asset
Tax Law allowed for deduction of liabilities in computing net assets. However, during the last
quarter of 2006, the conditions of the legal process changed radically and together with the
changes to the Asset Tax Law, effective as from January 1, 2007, which now precludes the inclusion
of liabilities in determining the asset tax base, the Company concluded that there were not enough
grounds to obtain a favorable resolution, and decided to record a valuation allowance in the total
amount of said tax. Asset tax is incurred at the rate of 1.25% over the net amount of certain
assets only when this tax exceeds income tax payable.  F-62




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    2008
    
    
    2007IT
    
    
    ESPS
    
    
    IT
    
    
    ESPSDeferred assets:Allowance for doubtful accounts
    
    $
    39,372
    
    
    
    
    
    
    
    21,775
    
    
    
    Labor obligations upon retirement
    
    
    6,055
    
    
    
    2,162
    
    
    
    2,076
    
    
    
    741Derivative financial instruments
    
    
    2,372
    
    
    
    
    
    
    
    
    
    
    
    Provisions
    
    
    37,691
    
    
    
    13,461
    
    
    
    9,656
    
    
    
    3,449Tax credit carryforwards
    
    
    39,272
    
    
    
    
    
    
    
    39,272
    
    
    
    Tax loss carryforwards
    
    
    411,277
    
    
    
    
    
    
    
    267,420
    
    
    
    Total gross deferred assets
    
    
    536,039
    
    
    
    15,623
    
    
    
    340,199
    
    
    
    4,190Less valuation allowance
    
    
    184,948
    
    
    
    14,995
    
    
    
    129,073
    
    
    
    3,953Deferred assets, net
    
    
    351,091
    
    
    
    628
    
    
    
    211,126
    
    
    
    237Deferred liabilities:Prepaid expenses
    
    
    13,190
    
    
    
    628
    
    
    
    17,269
    
    
    
    237Telephone network system and
equipment,
frequency rights,
intangible assets
and preoperating
expenses  Net
    
    
    189,787
    
    
    
    
    
    
    
    291,599
    
    
    
    Total gross deferred liabilities
    
    
    202,977
    
    
    
    628
    
    
    
    308,868
    
    
    
    237Net deferred assets (liabilities)
    
    $
    148,114
    
    
    
    
    
    
    
    (97,742
    )
    
    
    
   F-63




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    2008
    
    
    2007Net change in deferred income tax asset (liability)
    
    $
    (245,856
    )
    
    
    9,046Tax effect of deductible expenses related to
the issuance of shares recorded net in the
additional paid-in capital
    
    
    
    
    
    
    37,236Deferred income tax expense (benefit)
    
    $
    (245,856
    )
    
    
    46,282
   F-64




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    Year of
    
    
    
    
    
    Year ofloss
    
    Amount
    
    
    expiration1999
    
    $
    18,109
    
    
    
    20092000
    
    
    102,156
    
    
    
    20102001
    
    
    32,292
    
    
    
    20112002
    
    
    282,004
    
    
    
    20122003
    
    
    35,388
    
    
    
    20132004
    
    
    79,533
    
    
    
    20142005
    
    
    132,644
    
    
    
    20152006
    
    
    74,058
    
    
    
    20162007
    
    
    269,142
    
    
    
    20172008
    
    
    443,521
    
    
    
    2018$
    1,468,847
  NOTE 20  COMMITMENTS AND CONTINGENT LIABILITIES
     2009
    
    $
    73,7902010
    
    
    69,5902011
    
    
    62,4992012
    
    
    58,7542013 and thereafter:
    
    
    61,146$
    325,779
   F-65




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
     2009
    
    $
    31,7102010
    
    
    30,9102011
    
    
    29,5392012
    
    
    22,3292013 and thereafter:
    
    
    5,636$
    120,124
    2009
    
    $
    4,396Total
    
    $
    4,396
    F-66




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
             F-67




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
       i.
    
    Claim brought by the Secretaría de Hacienda y Crédito Público as a result of a tax audit of
Telereunion for the fiscal year 2004:
    F-68




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NOTE 21  SIGNIFICANT DIFFERENCES BETWEEN MEXICAN AND THE UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES:
  Recently adopted accounting standards
   F-69




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
        Fair value
  Quoted prices
    
    
    Significantin active
    
    
    other
    
    
    SignificantBalance at
    
    
    markets for identical
    
    
    observable
    
    
    unobservableDecember 31,
    
    
    assets
    
    
    inputs
    
    
    inputs2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Short-term investments(1)
    
    
    1,500,270
    
    
    
    11,702
    
    
    
    1,488,568
    
    
    
    Derivative Instruments, (net)
    
    
    96,798
    
    
    
    
    
    
    
    96,798Total
    
    $
    1,597,068
    
    
    $
    11,702
    
    
    $
    1,585,366
    
    
    $
    
 (1)
    
    Short-term investments are classified in the balance sheet as cash and cash
equivalents. The carrying value and fair value of cash and cash equivalents as of December 31, 2008
is $1,591,405, of which $1,500,270 represents the fair value of the short term investments.  F-70




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
       F-71




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
       F-72




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    Years Ended December 31,2008
    
    
    2007
    
    
    2006Net (loss) income under MFRS
    
    $
    (437,763
    )
    
    $
    36,196
    
    
    $
    (29,267
    )Adjustments:Amortization of pre-operating expenses (a)
    
    
    22,123
    
    
    
    20,438
    
    
    
    32,030Capitalization of interest (b)
    
    
    (112,738
    )
    
    
    (716
    )
    
    
    49,945Amortization of capitalized interest (b)
    
    
    (12,118
    )
    
    
    (11,896
    )
    
    
    (27,136
    )Installation revenues and related costs (c)
    
    
    (2,824
    )
    
    
    (6,758
    )
    
    
    858Installation costs not charged to customers (d)
    
    
    (154,716
    )
    
    
    (60,640
    )
    
    
    (213,247
    )Debt restructuring (e)
    
    
    
    
    
    
    
    
    
    
    197,006Capitalized internal compensation cost (f)
    
    
    143
    
    
    
    143
    
    
    
    143Impairment charge (g)
    
    
    532,315
    
    
    
    
    
    
    
    Severance Indemnity liability (h)
    
    
    2,405
    
    
    
    (682
    )
    
    
    (908
    )Reversal of SAB 108 (j)
    
    
    
    
    
    
    
    
    
    
    3,035Recognition of deferred taxes (k)
    
    
    (76,885
    )
    
    
    184,914
    
    
    
    Total US GAAP adjustments
    
    
    197,705
    
    
    
    124,803
    
    
    
    41,726Net (loss) income under U.S. GAAP
    
    $
    (240,058
    )
    
    $
    160,999
    
    
    $
    12,459Basic and diluted earnings per share:Numerator:Net (loss) income under U.S. GAAP
    
    $
    (240,058
    )
    
    $
    160,999
    
    
    $
    12,459less: preferred stock dividend(1)
    
    
    
    
    
    
    
    
    
    
    (539,738
    )Net (loss) income under U.S. GAAP available for common
shareholders, used for basic computation
    
    
    (240,058
    )
    
    
    160,999
    
    
    
    (527,279
    )Net (loss) Income under U.S. GAAP available for common
shareholders, used for dilutive computation
    
    
    (240,058
    )
    
    
    160,999
    
    
    
    (527,279
    )Denominator:Weighted
average of common shares used in basic computation (thousand)
    
    
    789,819
    
    
    
    560,176
    
    
    
    247,853Add: dilutive impact of stock options and warrants(2)
    
    
    
    
    
    
    45,968
    
    
    
    Weighted
average of common shares used in dilutive computation (thousand)
    
    
    789,819
    
    
    
    606,144
    
    
    
    247,853Earnings per share, basic
    
    
    (0.30
    )
    
    
    0.29
    
    
    
    (2.13
    )Earnings per share, diluted
    
    
    (0.30
    )
    
    
    0.27
    
    
    
    (2.13
    )
 (1)
    
    Earnings available to the common shareholders in 2006 were
reduced for the fair value of a stock dividend paid to the
preferred shareholders in the form of the Companys common
shares in the amount of $ 539.8 million. The weighted
average number of shares for 2006 reflects the application
of the two-class method specified by EITF 03-06.(2)
    
    According to FAS 128.  F-73




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   As of December 31,2008
    
    
    2007Shareholders equity under MFRS
    
    $
    4,501,169
    
    
    $
    5,030,839Accumulated adjustments:Preoperating expenses (a)
    
    
    (391,951
    )
    
    
    (391,951
    )Amortization of preoperating expenses (a)
    
    
    336,172
    
    
    
    314,049Capitalization of interest (b)
    
    
    8,440
    
    
    
    121,178Amortization of capitalized interest (b)
    
    
    (64,465
    )
    
    
    (52,347
    )Installation revenues and related costs (c)
    
    
    (76,805
    )
    
    
    (73,981
    )Installation costs not charged to customers (d)
    
    
    (738,412
    )
    
    
    (583,696
    )Capitalized internal compensation cost (f)
    
    
    (2,000
    )
    
    
    (2,143
    )Impairment charge (g)
    
    
    532,315
    
    
    
    Severance Indemnity liability (h)
    
    
    (11,297
    )
    
    
    (1,590
    )SAB 108 initial effects (i)
    
    
    7,034
    
    
    
    7,034SAB 108 effects for the year (j)
    
    
    3,035
    
    
    
    3,035Recognition of deferred taxes (k)
    
    
    111,420
    
    
    
    184,914Total U.S. GAAP adjustments
    
    $
    (286,514
    )
    
    $
    (475,498
    )Shareholders equity under U.S. GAAP
    
    $
    4,214,655
    
    
    $
    4,555,341
  Year EndedDecember 31,2008
    
    
    2007Balance at the beginning of the year
    
    $
    4,555,341
    
    
    $
    1,676,612Net (loss) income under U.S. GAAP
    
    
    (240,058
    )
    
    
    160,999(Decrease) increase in capital stock
    
    
    (7
    )
    
    
    2,045,646Increase in premium on issuance of shares
    
    
    
    
    
    
    634,960Stock option plan
    
    
    (71,613
    )
    
    
    37,124Repurchase of shares
    
    
    (20,287
    )
    
    
    Severance
Indemnity liability (FAS 158 effects), net of tax of $3,391
    
    
    (8,721
    )
    
    
    Balance at the end of the year
    
    $
    4,214,655
    
    
    $
    4,555,341
 I. Explanation of reconciling items
     F-74




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
              F-75




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
      3 3 3
  (a)
    
    The exchange with the primary holder is accounted for as a combination
of types as the primary holder received both New Senior Notes and
stock in exchange for the Old Senior Notes exchanged. A gain was
recorded, as the adjusted carrying value of the Old Senior Notes
exchanged was greater than the total future cash payments of the New
Senior Notes at the time of the exchange. To calculate the gain on the
restructuring, the carrying value of the Old Senior Notes was reduced
by the fair value of the equity interest granted as well as all legal
and other costs in relation to the restructuring, to determine the
adjusted carrying value, which was compared to the gross future cash
payments under the terms of the New Senior Notes to determine the
gain.(b)
    
    The other holders exchanged Old Senior Notes for New Senior Notes,
which is accounted for as a modification of terms under FAS 15 due to
the extension of the maturity date and the increase in total interest
payments. Since the carrying amount of the Old Senior Notes on October
2004 did not exceed the total future cash payments of the New Senior
Notes, no gain on the exchange with the other holders was recognized.
   F-76




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
           F-77




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
       2007Labor obligation at retirement asset as of December 31, 2006
    
    $
    15,068Labor obligation at retirement asset as of December 31, 2007
    
    
    17,650Amortization of past service cost
    
    
    2,582Amortization of variances in assumptions
    
    
    (992
    )Cost reduction under US GAAP*
    
    $
    1,590
 *
    
    As mentioned previously, for Mexican FRS purposes the Company eliminated the related intangible
asset. This effect was reversed for US GAAP purposes, resulting in a Ps. 1,590 increase in net
income.   Accumulated Other Comprehensive Income (AOCI) roll-forward and Comprehensive Income:
 OCI
    
    
    AOCIAOCI beginning balance at January 1, 2008Net loss
    
    $
    (240,058
    )SFAS 158 effect of the year (net of deferred
income tax effect of $3,391)
    
    
    (8,722
    )Other comprehensive income
    
    
    (8,722
    )
    
    $
    (8,722
    )Comprehensive income
    
    $
    (248,780
    )AOCI ending balance at December 31, 2008
    
    
    
    
    
    $
    (8,722
    )
    F-78




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
         F-79




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    Period in which the
    
    
    Period in which the
    
    
    Period in which theMisstatement
    
    
    Misstatement
    
    
    MisstatementOriginated (1)
    
    
    Originated (1)
    
    
    Originated (1)
    
    
    Adjustment recordedYear Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    as ofDecember 31, 2003
    
    
    December 31, 2004
    
    
    December 31, 2005
    
    
    January 1, 2006Labor liabilities (2)
    
    $
    (15,977
    )
    
    $
    
    
    
    $
    (647
    )
    
    $
    (16,624
    )Capitalized interest (3)
    
    
    (4,576
    )
    
    
    (1,310
    )
    
    
    613
    
    
    
    (5,273
    )Increasing-debt rate (4)
    
    
    
    
    
    
    (3,682
    )
    
    
    (8,321
    )
    
    
    (12,003
    )Stock-option plan (5)
    
    
    
    
    
    
    (603
    )
    
    
    (2,890
    )
    
    
    (3,493
    )Embedded derivatives (6)
    
    
    
    
    
    
    
    
    
    
    7,292
    
    
    
    7,292Debt restructuring (7)
    
    
    
    
    
    
    137,597
    
    
    
    6
    
    
    
    137,603Installation costs not
charged (7)
    
    
    
    
    
    
    (111,511
    )
    
    
    1,593
    
    
    
    (109,918
    )Installation revenues and
costs (8)
    
    
    
    
    
    
    
    
    
    
    11,593
    
    
    
    11,593Other (9)
    
    
    11,346
    
    
    
    (9,534
    )
    
    
    (3,955
    )
    
    
    (2,143
    )Deferred income taxes (10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Impact on net income(11)
    
    $
    (9,207
    )
    
    $
    10,957
    
    
    $
    5,284Retained earnings(12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,034
 (1)
    
    We previously quantified these errors under the roll-over method and concluded that they were immaterial,
individually and in the aggregate.(2)
    
    We were not recognizing this difference for severance indemnity as required by U.S. generally accepted
accounting principles (see reconciling item h.). As a result of this error, our severance indemnity expense
was understated by $16.0 million in 2003 and by $0.6 million in 2005, no expense recognition is applicable
for 2004. We recorded a $16.6 million increase in our liability for severance indemnity as of January 1,
2006 with a corresponding reduction in retained earnings to correct these misstatements.(3)
    
    We incorrectly amortized capitalized interest expenses in 2005 and prior years. As a result of this error,
our expenses were understated in 2003 by $4.6 million, in 2004 by $1.3 and overstated by $0.6 million in
2005. We recorded a $5.3 million decrease in our capitalized interest as of January 1, 2006 with a
corresponding reduction in retained earnings to correct these misstatements.(4)
    
    We were not adjusting our expenses for increasing-debt rate as required by U.S. generally accepted
accounting principles to the interest method. As a result of this error, our interest expense was
understated by $3.7 million in 2004 and by $8.3 million in 2005. We recorded a $12.0 million increase in
our liability for interest payable as of January 1, 2006 with a corresponding reduction in retained
earnings to correct these misstatements (see item j. below for reversal in 2006).(5)
    
    We were not recognizing compensation cost expense as required by U.S. generally accepted accounting
principles. As a result of this error, our compensation expense was understated by $0.6 million in 2004 and
by $2.9 million in 2005. We recorded a $3.5 million increase in our additional-paid in capital for
stock-option plans as of January 1, 2006 with a corresponding reduction in retained earnings to correct
these misstatements.  F-80




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   (6)
    
    We were not recognizing the effect in income generated by embedded derivatives as required by U.S.
generally accepted accounting principles. As a result of this error in both GAAPs in 2005, our income was
understated by $7.3 million. We recorded a $7.3 million increase in our assets as of January 1, 2006 with a
corresponding increase in retained earnings to correct these misstatements. This balance does not represent
a difference between GAAPs, however for MFRS purposes this effect was immaterial for being adjusted (see
item j. below for reversal in 2006).(7)
    
    We were incorrectly presenting the accumulated amortization related to debt restructuring and installation
costs not charged to customers. As a result of both reclassification errors, our income was understated by
$26.1 million in 2004 and by $1.6 million in 2005 (amounts presented net). We recorded a $27.7 million
increase in our assets as of January 1, 2006 with a corresponding increment in retained earnings to correct
these misstatements.(8)
    
    We were incorrectly recognizing the effect in income generated by the amortization installation revenues
and costs. As a result of this error, our income was understated by $11.6 million in 2005. We recorded a
$11.6 million increase in our assets as of January 1, 2006 with a corresponding increment in retained
earnings to correct these misstatements.(9)
    
    We incorrectly recorded minor entries representing preoperating expenses, leasehold improvements and
revenue recognition. As a result of these errors, our expense was overstated by $11.3 million in 2003 and
understated by $9.5 million in 2004 and $4.0 million in 2005. We recorded a $2.2 million increase in the
Companys liabilities for these concepts as of January 1, 2006 with a corresponding reduction in retained
earnings to correct these misstatements.(10)
    
    No deferred taxes were calculated in the application of the SAB 108 as those balances would represent a
deferred tax asset for the net balance to be adjusted on January 1, 2006, that is not deemed recoverable
and should be fully reserved for accounting purposes.(11)
    
    Represents the net over-statement of net income for the indicated periods resulting from these misstatements(12)
    
    Represents the net reduction to retained earnings recorded as of January 1, 2006 to record the initial
application of SAB 108.   December 31, 2006Preoperating expenses
    
    $
    (1,676
    )Increasing debt rate (1)
    
    
    12,003Embedded derivatives (2)
    
    
    (7,292
    )$
    3,035
 (1)
    
    These notes were called in advance during 2006 and thus, outstanding
payable balances under U.S. GAAP were eliminated.(2)
    
    In 2006, the Company started recognizing embedded derivatives in their
local books, therefore, this reconciling item is reversed.  F-81




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
     II.
Disclosures
   
    
    borrow money;
    
    pay dividends on our capital stock;
    
    purchase stock or repay subordinated indebtedness;
    
    sell assets; and
    
    consolidate or merge into other companies.
     F-82




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
        Quoted prices
    
    
    SignificantFair value at
    
    
    in active
    
    
    other
    
    
    SignificantDecember 31,
    
    
    markets for
    
    
    observable
    
    
    unobservable2008
    
    
    identical assets
    
    
    inputs
    
    
    inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Senior Notes(1)
    
    $
    2,044,283
    
    
    
    
    
    
    
    2,044,283
    
    
    
    
 (1)
    
    Senior notes are carried at amortized cost and their carrying value as of December
31, 2008 is $2,707,660. The $2,044,283 represents the estimated fair value of the notes. See Note
11 Bonds Payable.      F-83




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
       F-84




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    F-85




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    SFAS 109
    
    
    SFAS 109Applied to
    
    
    Applied toMFRS
    
    
    U.S. GAAPDecember 31, 2008:
    
    Balances
    
    
    Balances
    
    
    TotalDeferred tax assetsAllowance for doubtful accounts
    
    $
    39,372
    
    
    
    
    
    
    $
    39,372Labor obligations upon retirement
    
    
    6,055
    
    
    
    (1,970
    )
    
    
    4,085Derivative financial instruments
    
    
    2,372
    
    
    
    
    
    
    
    2,372Provisions
    
    
    37,691
    
    
    
    
    
    
    
    37,691Installation revenues
    
    
    
    
    
    
    21,505
    
    
    
    21,505Installation costs not charged to customers
    
    
    
    
    
    
    206,755
    
    
    
    206,755Tax credit carryforwards
    
    
    39,272
    
    
    
    
    
    
    
    39,272Tax loss carryforwards
    
    
    411,277
    
    
    
    
    
    
    
    411,277Total gross deferred tax assets
    
    
    536,039
    
    
    
    226,290
    
    
    
    762,329Less valuation allowance
    
    
    (184,948
    )
    
    
    
    
    
    
    (184,948
    )Net deferred tax assets
    
    $
    351,091
    
    
    
    226,290
    
    
    
    577,381Deferred tax liabilitiesTelephone network equipment and leasehold
improvements, frequency rights, intangible
assets, impairment and preoperating
expenses
    
    $
    (189,787
    )
    
    
    (114,870
    )
    
    
    (304,657
    )Prepaid expenses
    
    
    (13,190
    )
    
    
    
    
    
    
    (13,190
    )Total gross deferred tax liabilities
    
    
    (202,977
    )
    
    
    (114,870
    )
    
    
    (317,847
    )Net deferred tax asset
    
    $
    148,114
    
    
    
    111,420
    
    
    
    259,534
  SFAS 109
    
    
    SFAS 109Applied to
    
    
    Applied toMFRS
    
    
    U.S. GAAPBalances
    
    
    Balances
    
    
    TotalDecember 31, 2007:Deferred tax assets:Bad debt allowance
    
    $
    21,775
    
    
    
    
    
    
    $
    21,775Tax loss carry forwards
    
    
    267,420
    
    
    
    
    
    
    
    267,420Accruals
    
    
    51,004
    
    
    
    
    
    
    
    51,004Installation revenues
    
    
    
    
    
    
    20,715
    
    
    
    20,715Installation costs not charged to customers
    
    
    
    
    
    
    163,435
    
    
    
    163,435Total gross deferred tax assets
    
    
    340,199
    
    
    
    184,150
    
    
    
    524,349Valuation allowance
    
    
    (129,073
    )
    
    
    
    
    
    
    (129,073
    )Net deferred tax assets
    
    
    211,126
    
    
    
    184,150
    
    
    
    395,276Deferred tax liabilities:Prepaid expenses
    
    
    (17,269
    )
    
    
    
    
    
    
    (17,269
    )Telephone network equipment and leasehold
improvements, frequency rights, intangible
assets and preoperating expenses
    
    
    (291,599
    )
    
    
    764
    
    
    
    (290,835
    )Total gross deferred tax liabilities
    
    
    (308,868
    )
    
    
    764
    
    
    
    (308,104
    )Net deferred tax (liability) asset
    
    $
    (97,742
    )
    
    $
    184,914
    
    
    $
    87,172
  F-86




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
          F-87




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   Year Ended December 31,2008
    
    
    2007
    
    
    2006Operating activities:Net (loss) income under U.S. GAAP
    
    $
    (240,058
    )
    
    $
    160,999
    
    
    $
    12,459Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:Depreciation and amortization
    
    
    476,813
    
    
    
    328,269
    
    
    
    167,721Hedging valuation
    
    
    (83,323
    )
    
    
    (24,036
    )
    
    
    (5,217
    )Allowance for doubtful accounts
    
    
    39,956
    
    
    
    5,318
    
    
    
    36,556Monetary gain
    
    
    
    
    
    
    (15,533
    )
    
    
    (21,503
    )Deferred income tax
    
    
    (168,971
    )
    
    
    (138,632
    )
    
    
    60,051Severance indemnity
    
    
    14,669
    
    
    
    6,434
    
    
    
    4,642Stock option plan
    
    
    5,114
    
    
    
    37,124
    
    
    
    15,982Loss on sale of fixed assets
    
    
    82,496
    
    
    
    6,166
    
    
    
    1,369Other
    
    
    
    
    
    
    67,255
    
    
    
    (1,000
    )Foreign currency exchange gain (loss)
    
    
    534,420
    
    
    
    (47,957
    )
    
    
    (90,781
    )661,116
    
    
    
    385,407
    
    
    
    180,279Changes in operating assets and liabilities:Accounts receivable
    
    
    (227,744
    )
    
    
    (319,003
    )
    
    
    (321,562
    )Inventory
    
    
    (7,627
    )
    
    
    2,540
    
    
    
    (19,160
    )Prepaid expenses
    
    
    9,563
    
    
    
    2,091
    
    
    
    14,271Other assets and liabilities
    
    
    3,353
    
    
    
    93,404
    
    
    
    25,267Cash flow provided by (used in) operating activities
    
    
    438,861
    
    
    
    164,439
    
    
    
    (120,905
    )Investing activities:Acquisition of fixed assets
    
    
    (1,298,619
    )
    
    
    (1,126,022
    )
    
    
    (772,773
    )Proceeds on sale of fixed assets
    
    
    4,364
    
    
    
    (6,371
    )
    
    
    4,428Purchase of Telereunion, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (101,173
    )Purchase of Sierra, net of cash acquired
    
    
    
    
    
    
    (33,576
    )
    
    
    Acquisition of intangible assets
    
    
    12,704
    
    
    
    (79,112
    )
    
    
    (35,370
    )Cash flow used in investing activities
    
    
    (1,281,551
    )
    
    
    (1,245,081
    )
    
    
    (904,888
    )Financing activities:Restricted cash
    
    
    
    
    
    
    23,462
    
    
    
    (15,179
    )Capital (decrease) increase  Net of equity issuance cost
    
    
    (7
    )
    
    
    2,643,369
    
    
    
    357,348Cost of shares acquired for issuance upon exercise of stock options, and issuance costs
    
    
    (76,727
    )Bank financing and debt payments
    
    
    (8,419
    )
    
    
    131,432
    
    
    
    (460,666
    )Repurchase of shares
    
    
    (20,287
    )
    
    
    
    
    
    
    Senior notes issued  Net of debt issuance cost
    
    
    
    
    
    
    118,214
    
    
    
    1,650,241Cash flow (used in) provided by financing activities
    
    
    (105,440
    )
    
    
    2,916,477
    
    
    
    1,531,744Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    (35,591
    )
    
    
    (7,878
    )Net increase in cash and cash equivalents
    
    
    (948,130
    )
    
    
    1,800,244
    
    
    
    498,073Cash and cash equivalents at beginning of the year
    
    
    2,539,535
    
    
    
    739,291
    
    
    
    241,218Cash and cash equivalents at end of the year
    
    
    1,591,405
    
    
    
    2,539,535
    
    
    
    739,291Interest paid
    
    $
    276,434
    
    
    $
    271,973
    
    
    $
    139,716Income taxes paid
    
    $
    7,320
    
    
    $
    25,530
    
    
    $
    1,396Supplemental disclosures about non-cash activities Optical fiber and links reclassification
    
    
    
    
    
    
    
    
    
    
    144,241(Decrease) increase on fixed assets acquired Under capital lease
    
    
    4,740
    
    
    
    (50,791
    )
    
    
    15,620
  F-88




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
    
     F-89




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
        F-90




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   Subsequent Events
 Accounting for Transfers of Financial Assets  an
amendment of Statement No. 140
 Amendments to FASB Interpretation No. 46(R) Consolidation of Variable Interest Entities
  F-91




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MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
       F-92




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##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TECBTC
    
    
    SCG
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    Elimination
    
    
    ConsolidatedBalance sheet as of December 31, 2008:Cash and cash equivalents and Current
restricted cash
    
    $
    1,585,470
    
    
    
    185
    
    
    
    1,037
    
    
    
    377
    
    
    
    225
    
    
    
    
    
    
    
    
    
    
    
    170
    
    
    
    29
    
    
    
    112
    
    
    
    3,800
    
    
    
    
    
    
    
    0
    
    
    
    1,591,405Accounts receivable  net
    
    
    1,061,998
    
    
    
    12,140
    
    
    
    75,368
    
    
    
    15,948
    
    
    
    191,314
    
    
    
    110
    
    
    
    50
    
    
    
    2,427
    
    
    
    212
    
    
    
    71,902
    
    
    
    2,609
    
    
    
    1,163
    
    
    
    (476,940
    )
    
    
    958,301Inventory  net
    
    
    40,876
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,876Prepaid expenses
    
    
    24,167
    
    
    
    1,124
    
    
    
    4,985
    
    
    
    92
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    373
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    30,778Investment in subsidiaries
    
    
    341,530
    
    
    
    
    
    
    
    8,820
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (350,350
    )
    
    
    0Frequency rights  net
    
    
    66,716
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,716Telephone network system and Equipment net
    
    
    4,503,806
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,143
    
    
    
    139,939
    
    
    
    8,540
    
    
    
    20,985
    
    
    
    
    
    
    
    4,684,413Preoperating expenses  net
    
    
    50,595
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    268
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,863Intangible assets  net
    
    
    209,683
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    209,683Deposits
    
    
    2,151
    
    
    
    406
    
    
    
    7
    
    
    
    
    
    
    
    4,497
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,235
    
    
    
    19
    
    
    
    
    
    
    
    
    
    
    
    8,315Prepaid expenses long term
    
    
    15,381
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,381Derivative financial instruments
    
    
    105,270
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    105,270Deferred taxes
    
    
    90,996
    
    
    
    864
    
    
    
    5,931
    
    
    
    77
    
    
    
    16,280
    
    
    
    
    
    
    
    1
    
    
    
    8
    
    
    
    3,145
    
    
    
    29,995
    
    
    
    
    
    
    
    817
    
    
    
    
    
    
    
    148,114Other assets
    
    
    6,377
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    6,357Total assets
    
    $
    8,105,016
    
    
    
    14,719
    
    
    
    96,148
    
    
    
    16,494
    
    
    
    212,316
    
    
    
    110
    
    
    
    319
    
    
    
    2,627
    
    
    
    14,529
    
    
    
    243,556
    
    
    
    14,963
    
    
    
    22,965
    
    
    
    (827,290
    )
    
    
    7,916,472Total liabilities
    
    $
    3,603,847
    
    
    
    13,777
    
    
    
    70,834
    
    
    
    8,633
    
    
    
    3,394
    
    
    
    7
    
    
    
    292
    
    
    
    1,669
    
    
    
    111
    
    
    
    184,491
    
    
    
    4,565
    
    
    
    624
    
    
    
    (476,941
    )
    
    
    3,415,303
  F-93




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##### Table of Contents



NON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TECBTC
    
    
    SCG
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    Elimination
    
    
    ConsolidatedShareholders Equity:Capital Stock and Additional Paid- In Capital
    
    
    6,226,687
    
    
    
    96
    
    
    
    66
    
    
    
    55
    
    
    
    171,497
    
    
    
    127
    
    
    
    56
    
    
    
    54
    
    
    
    11,308
    
    
    
    712,814
    
    
    
    13,044
    
    
    
    97,874
    
    
    
    (1,006,991
    )
    
    
    6,226,687Accumulated
deficit
    
    
    (1,705,231
    )
    
    
    846
    
    
    
    25,248
    
    
    
    7,806
    
    
    
    37,425
    
    
    
    (24
    )
    
    
    (29
    )
    
    
    904
    
    
    
    3,110
    
    
    
    (653,749
    )
    
    
    (2,646
    )
    
    
    (75,533
    )
    
    
    656,642
    
    
    
    (1,705,231
    )Repurchase of shares
    
    
    (20,287
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,287
    )Total shareholders equity
    
    
    4,501,169
    
    
    
    942
    
    
    
    25,314
    
    
    
    7,861
    
    
    
    208,922
    
    
    
    103
    
    
    
    27
    
    
    
    958
    
    
    
    14,418
    
    
    
    59,065
    
    
    
    10,398
    
    
    
    22,341
    
    
    
    (350,349
    )
    
    
    4,501,169Total liabilities and shareholders  equity
    
    $
    8,105,016
    
    
    
    14,719
    
    
    
    96,148
    
    
    
    16,494
    
    
    
    212,316
    
    
    
    110
    
    
    
    319
    
    
    
    2,627
    
    
    
    14,529
    
    
    
    243,556
    
    
    
    14,963
    
    
    
    22,965
    
    
    
    (827,290
    )
    
    
    7,916,472
  F-94




---



##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TECBTC
    
    
    SCG
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    Elimination
    
    
    ConsolidatedTotal shareholders equity under Mexican GAAP
    
    $
    4,501,169
    
    
    
    942
    
    
    
    25,314
    
    
    
    7,861
    
    
    
    208,922
    
    
    
    103
    
    
    
    27
    
    
    
    958
    
    
    
    14,418
    
    
    
    59,065
    
    
    
    10,398
    
    
    
    22,341
    
    
    
    (350,349
    )
    
    
    4,501,169Preoperating expenses
    
    $
    (391,951
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (391,951
    )Amortization of preoperating expenses
    
    
    336,172
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    336,172Capitalization of interest
    
    
    8,440
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,440Amortization of capitalized interest
    
    
    (64,465
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (64,465
    )Installation revenues
    
    
    (76,805
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (76,805
    )Installation costs
    
    
    (738,412
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (738,412
    )Capitalized internal compensation cost
    
    
    (2,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,000
    )Impairment charge
    
    
    532,315
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    532,315Severance indemnity liability
    
    
    (11,297
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,297
    )SAB 108 initial effect
    
    
    7,034
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,034SAB effects for the year
    
    
    3,035
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,035Recognition of deferred taxes
    
    
    111,420
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111,420Total shareholders equity under US. GAAP
    
    $
    4,214,655
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,214,655
  F-95




---



##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TECBTC
    
    
    SCG
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    Elimination
    
    
    ConsolidatedStatements of Operations for the year ended December 31, 2008:Revenues
    
    $
    2,676,392
    
    
    
    80,022
    
    
    
    502,434
    
    
    
    90,880
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,535
    
    
    
    213
    
    
    
    42,644
    
    
    
    2,535
    
    
    
    1,164
    
    
    
    (730,590
    )
    
    
    2,683,229Operating cost and expenses
    
    
    (2,581,692
    )
    
    
    (75,630
    )
    
    
    (424,476
    )
    
    
    (86,651
    )
    
    
    (11
    )
    
    
    
    
    
    
    (11
    )
    
    
    (16,725
    )
    
    
    (203
    )
    
    
    (35,321
    )
    
    
    (2,092
    )
    
    
    (15
    )
    
    
    731,129
    
    
    
    (2,491,698
    )Integral (cost) income of financing
    
    
    (267,025
    )
    
    
    (126
    )
    
    
    (1,683
    )
    
    
    (159
    )
    
    
    17,728
    
    
    
    
    
    
    
    
    
    
    
    (35
    )
    
    
    3
    
    
    
    (16,066
    )
    
    
    (29
    )
    
    
    (1
    )
    
    
    
    
    
    
    (267,393
    )Other income (expenses)
    
    
    (265,438
    )
    
    
    (3,368
    )
    
    
    (51,066
    )
    
    
    (999
    )
    
    
    15,284
    
    
    
    
    
    
    
    (3
    )
    
    
    4
    
    
    
    3,126
    
    
    
    (18,206
    )
    
    
    74
    
    
    
    (1,590
    )
    
    
    (39,719
    )
    
    
    (361,901
    )Net (loss) income
    
    $
    (437,763
    )
    
    
    898
    
    
    
    25,209
    
    
    
    3,071
    
    
    
    33,001
    
    
    
    0
    
    
    
    (14
    )
    
    
    779
    
    
    
    3,139
    
    
    
    (26,949
    )
    
    
    488
    
    
    
    (442
    )
    
    
    (39,180
    )
    
    
    (437,763
    )Net (loss) income for the year under Mexican GAAP
    
    $
    (437,763
    )
    
    
    898
    
    
    
    25,209
    
    
    
    3,071
    
    
    
    33,001
    
    
    
    0
    
    
    
    (14
    )
    
    
    779
    
    
    
    3,139
    
    
    
    (26,949
    )
    
    
    488
    
    
    
    (442
    )
    
    
    (39,180
    )
    
    
    (437,763
    )Amortization of preoperating expenses
    
    
    22,123
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,123Capitalization of interest
    
    
    (112,738
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (112,738
    )Amortization of capitalized Interest
    
    
    (12,118
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,118
    )Installation revenues
    
    
    (2,824
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,824
    )Installation costs
    
    
    (154,716
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (154,716
    )Capitalized internal compensation cost
    
    
    143
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143Impairment
    
    
    532,315
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    532,315Severance indemnity liability
    
    
    2,405
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,405Recognition at deferred taxes
    
    
    (76,885
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (76,885
    )Net loss (income) for the year Under U.S. GAAP
    
    $
    (240,058
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (240,058
    )
  F-96




---



##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TECBTC
    
    
    SCG
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    Elimination
    
    
    ConsolidatedStatement of Cash Flows under U.S. GAAP for the
Year Ended December 31, 2008:Net (loss) income the year under U.S. GAAP
    
    
    (240,058
    )
    
    
    898
    
    
    
    25,209
    
    
    
    3,071
    
    
    
    33,001
    
    
    
    0
    
    
    
    (14
    )
    
    
    779
    
    
    
    3,139
    
    
    
    (26,949
    )
    
    
    488
    
    
    
    (442
    )
    
    
    (39,180
    )
    
    
    (240,058
    )Depreciation and amortization
    
    
    440,104
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    203
    
    
    
    20,150
    
    
    
    938
    
    
    
    
    
    
    
    15,418
    
    
    
    476,813Other adjustments to reconcile net income to cash
provided by operating activities
    
    
    428,588
    
    
    
    (852
    )
    
    
    (1,648
    )
    
    
    (76
    )
    
    
    (16,280
    )
    
    
    
    
    
    
    (1
    )
    
    
    (8
    )
    
    
    (3,146
    )
    
    
    (29,995
    )
    
    
    
    
    
    
    (817
    )
    
    
    48,596
    
    
    
    424,361Net change in working capital
    
    
    (213,818
    )
    
    
    (1,258
    )
    
    
    (25,367
    )
    
    
    (3,053
    )
    
    
    (19,295
    )
    
    
    0
    
    
    
    15
    
    
    
    (840
    )
    
    
    (193
    )
    
    
    (17,409
    )
    
    
    (1,910
    )
    
    
    1,259
    
    
    
    59,614
    
    
    
    (222,255
    )Resources (used in) provided by Operating activities
    
    
    414,816
    
    
    
    (1,212
    )
    
    
    (1,806
    )
    
    
    (58
    )
    
    
    (2,574
    )
    
    
    0
    
    
    
    0
    
    
    
    (69
    )
    
    
    3
    
    
    
    (54,203
    )
    
    
    (484
    )
    
    
    0
    
    
    
    84,448
    
    
    
    438,861Resources used in financing activities
    
    
    (102,692
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,510
    
    
    
    
    
    
    
    
    
    
    
    (13,258
    )
    
    
    (105,440
    )Resources (used in) provided by investing activities
    
    
    (1,252,698
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,320
    
    
    
    17
    
    
    
    
    
    
    
    (71,190
    )
    
    
    (1,281,551
    )Cash and cash equivalents:Net increase (decrease) in cash and cash equivalents
    
    
    (940,574
    )
    
    
    (1,212
    )
    
    
    (1,806
    )
    
    
    (58
    )
    
    
    (2,574
    )
    
    
    0
    
    
    
    0
    
    
    
    (69
    )
    
    
    3
    
    
    
    (1,373
    )
    
    
    (467
    )
    
    
    0
    
    
    
    (0
    )
    
    
    (948,130
    )Beginning balances
    
    
    2,526,044
    
    
    
    1,398
    
    
    
    2,842
    
    
    
    435
    
    
    
    2,799
    
    
    
    
    
    
    
    0
    
    
    
    239
    
    
    
    26
    
    
    
    1,485
    
    
    
    4,267
    
    
    
    0
    
    
    
    0
    
    
    
    2,539,535Ending balances
    
    
    1,585,470
    
    
    
    185
    
    
    
    1,037
    
    
    
    377
    
    
    
    225
    
    
    
    0
    
    
    
    0
    
    
    
    170
    
    
    
    29
    
    
    
    112
    
    
    
    3,800
    
    
    
    0
    
    
    
    (0
    )
    
    
    1,591,405
  F-97




---



##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TECBTC
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    SCG
    
    
    Elimination
    
    
    ConsolidatedBalance sheet as of December 31, 2007:Cash and cash equivalents and Current restricted cash
    
    
    2,526,044
    
    
    
    1,398
    
    
    
    2,842
    
    
    
    435
    
    
    
    2,799
    
    
    
    
    
    
    
    
    
    
    
    239
    
    
    
    1,485
    
    
    
    4,267
    
    
    
    
    
    
    
    26
    
    
    
    
    
    
    
    2,539,535Accounts receivable  net
    
    
    742,528
    
    
    
    6,338
    
    
    
    53,419
    
    
    
    11,748
    
    
    
    170,804
    
    
    
    110
    
    
    
    51
    
    
    
    1,552
    
    
    
    16,406
    
    
    
    14,550
    
    
    
    2,081
    
    
    
    19
    
    
    
    (249,093
    )
    
    
    770,513Inventory  net
    
    
    33,249
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,249Prepaid expenses
    
    
    49,471
    
    
    
    339
    
    
    
    1,966
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,830
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,630Investment in subsidiaries
    
    
    299,637
    
    
    
    
    
    
    
    4,969
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (304,606
    )
    
    
    Frequency rights  net
    
    
    80,930
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,930Telephone network system and Equipment net
    
    
    3,944,727
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    202,410
    
    
    
    9,478
    
    
    
    20,985
    
    
    
    11,346
    
    
    
    
    
    
    
    4,188,946Preoperating expenses  net
    
    
    77,634
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    268
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77,902Intangible assets  net
    
    
    208,802
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    208,802Obligations
    
    
    
    
    
    
    1,890
    
    
    
    15,760
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,650Deposits
    
    
    1,038
    
    
    
    257
    
    
    
    7
    
    
    
    
    
    
    
    4,276
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,350
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,943Derivative financial instruments
    
    
    13,475
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,475Other assets
    
    
    9,270
    
    
    
    
    
    
    
    5,272
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    14,525Total assets
    
    
    7,986,805
    
    
    
    10,222
    
    
    
    84,235
    
    
    
    12,192
    
    
    
    177,879
    
    
    
    110
    
    
    
    319
    
    
    
    1,791
    
    
    
    231,481
    
    
    
    28,325
    
    
    
    23,066
    
    
    
    11,391
    
    
    
    553,716
    )
    
    
    8,014,100Total liabilities
    
    
    2,955,966
    
    
    
    10,178
    
    
    
    84,130
    
    
    
    7,402
    
    
    
    1,958
    
    
    
    7
    
    
    
    278
    
    
    
    1,612
    
    
    
    151,374
    
    
    
    18,415
    
    
    
    400
    
    
    
    112
    
    
    
    (248,571
    )
    
    
    2,983,261Shareholders Equity:Capital Stock and Additional Paid- In Capital
    
    
    6,298,307
    
    
    
    96
    
    
    
    66
    
    
    
    55
    
    
    
    171,496
    
    
    
    127
    
    
    
    56
    
    
    
    53
    
    
    
    702,304
    
    
    
    13,044
    
    
    
    97,875
    
    
    
    11,308
    
    
    
    (996,480
    )
    
    
    6,298,307Accumulated deficit
    
    
    (1,267,468
    )
    
    
    (52
    )
    
    
    39
    
    
    
    4,735
    
    
    
    4,425
    
    
    
    (24
    )
    
    
    (15
    )
    
    
    126
    
    
    
    (622,197
    )
    
    
    (3,134
    )
    
    
    (75,209
    )
    
    
    (29
    )
    
    
    691,335
    
    
    
    (1,267,468
    )Total shareholders equity
    
    
    5,030,839
    
    
    
    44
    
    
    
    105
    
    
    
    4,790
    
    
    
    175,921
    
    
    
    103
    
    
    
    41
    
    
    
    179
    
    
    
    80,107
    
    
    
    9,910
    
    
    
    22,666
    
    
    
    11,279
    
    
    
    (305,145
    )
    
    
    5,030,839Total liabilities and shareholders  equity
    
    
    7,986,805
    
    
    
    10,222
    
    
    
    84,235
    
    
    
    12,192
    
    
    
    177,879
    
    
    
    110
    
    
    
    319
    
    
    
    1,791
    
    
    
    231,481
    
    
    
    28,325
    
    
    
    23,066
    
    
    
    11,391
    
    
    
    (553,716
    )
    
    
    8,014,100Total shareholders equity under Mexican GAAP
    
    
    5,030,839
    
    
    
    44
    
    
    
    105
    
    
    
    4,790
    
    
    
    175,921
    
    
    
    103
    
    
    
    41
    
    
    
    179
    
    
    
    80,107
    
    
    
    9,910
    
    
    
    22,666
    
    
    
    11,279
    
    
    
    (305,145
    )
    
    
    5,030,839
  F-98




---



##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TECBTC
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    SCG
    
    
    Elimination
    
    
    ConsolidatedPreoperating expenses
    
    
    (391,951
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (391,951
    )Amortization of preoperating expenses
    
    
    314,049
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    314,049Capitalization of interest
    
    
    121,178
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121,178Amortization of capitalized interest
    
    
    (52,347
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52,347
    )Installation revenues
    
    
    (73,981
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (73,981
    )Installation costs
    
    
    (583,696
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (583,696
    )Capitalized internal compensation cost
    
    
    (2,143
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,143
    )Severance Indemnity liability
    
    
    (1,590
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,590
    )SAB 108 initial effect
    
    
    7,034
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,034SAB effects for the year
    
    
    3,035
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,035Recognition of deferred taxes
    
    
    184,914
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    184,914Total shareholders equity under US. GAAP
    
    
    4,555,341
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,555,341
  F-99




---



##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TECBTC
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    SCG
    
    
    Elimination
    
    
    ConsolidatedStatements of Operations for the year ended December 31, 2007:Revenues
    
    
    2,339,795
    
    
    
    56,594
    
    
    
    409,537
    
    
    
    78,075
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,521
    
    
    
    42,294
    
    
    
    6,675
    
    
    
    
    
    
    
    
    
    
    
    (590,772
    )
    
    
    2,345,719Operating cost and expenses
    
    
    (2,052,063
    )
    
    
    (54,565
    )
    
    
    (415,628
    )
    
    
    (73,266
    )
    
    
    (17
    )
    
    
    (7
    )
    
    
    (10
    )
    
    
    (3,339
    )
    
    
    (55,897
    )
    
    
    (8,523
    )
    
    
    
    
    
    
    
    
    
    
    590,234
    
    
    
    (2,073,081
    )Integral (cost) income of financing
    
    
    (112,592
    )
    
    
    (46
    )
    
    
    1,026
    
    
    
    (253
    )
    
    
    391
    
    
    
    (4
    )
    
    
    (2
    )
    
    
    (22
    )
    
    
    (13,541
    )
    
    
    (1,520
    )
    
    
    (78
    )
    
    
    
    
    
    
    
    
    
    
    (126,641
    )Other income (expenses)
    
    
    (138,944
    )
    
    
    (890
    )
    
    
    2,553
    
    
    
    (1,360
    )
    
    
    11,889
    
    
    
    
    
    
    
    
    
    
    
    (52
    )
    
    
    17,701
    
    
    
    322
    
    
    
    (400
    )
    
    
    
    
    
    
    (620
    )
    
    
    (109,801
    )Net (loss) income
    
    
    36,196
    
    
    
    1,093
    
    
    
    (2,512
    )
    
    
    3,196
    
    
    
    12,263
    
    
    
    (11
    )
    
    
    (12
    )
    
    
    108
    
    
    
    (9,443
    )
    
    
    (3,046
    )
    
    
    (478
    )
    
    
    
    
    
    
    (1,158
    )
    
    
    36,196Net (loss) income for the year under Mexican GAAP
    
    
    36,196
    
    
    
    1,093
    
    
    
    (2,512
    )
    
    
    3,196
    
    
    
    12,263
    
    
    
    (11
    )
    
    
    (12
    )
    
    
    108
    
    
    
    (9,443
    )
    
    
    (3,046
    )
    
    
    (478
    )
    
    
    
    
    
    
    (1,158
    )
    
    
    36,196Preoperating expensesAmortization of preoperating expenses
    
    
    20,438
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,438Capitalization of interest
    
    
    (716
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (716
    )Amortization of capitalized Interest
    
    
    (11,896
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,896
    )Installation revenues
    
    
    (6,758
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,758
    )Installation costs
    
    
    (60,640
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60,640
    )Debt restructuringCapitalized internal compensation cost
    
    
    143
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143Severance indemnity liability
    
    
    (682
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (682
    )Reversal of SAB 108Net loss (income)Recognition at deferred taxes
    
    
    184,914
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    184,914Net loss (income)For the year Under U.S. GAAP
    
    
    160,999
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    160,999
  F-100




---



##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TECBTC
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    SCG
    
    
    Elimination
    
    
    ConsolidatedStatement of Cash Flows under U.S. GAAP for the Year Ended December 31, 2007:Net (loss) income the year under U.S. GAAP
    
    
    160,999
    
    
    
    1,093
    
    
    
    (2,512
    )
    
    
    3,196
    
    
    
    12,263
    
    
    
    (11
    )
    
    
    (12
    )
    
    
    108
    
    
    
    (9,443
    )
    
    
    (3,046
    )
    
    
    (478
    )
    
    
    
    
    
    
    (1,158
    )
    
    
    160,999Depreciation and amortization
    
    
    314,601
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,668
    
    
    
    328,269Other adjustments to reconcile net income to cash provided by operating activities
    
    
    (93,909
    )
    
    
    414
    
    
    
    (5,200
    )
    
    
    
    
    
    
    (11,958
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,499
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,291
    
    
    
    (103,861
    )Net change in working capital
    
    
    (246,075
    )
    
    
    (1,046
    )
    
    
    12,734
    
    
    
    (2,793
    )
    
    
    (954
    )
    
    
    11
    
    
    
    280
    
    
    
    121
    
    
    
    4,273
    
    
    
    4,527
    
    
    
    478
    
    
    
    93
    
    
    
    7,383
    
    
    
    (220,968
    )Resources (used in) provided by Operating activities
    
    
    135,616
    
    
    
    461
    
    
    
    5,022
    
    
    
    403
    
    
    
    (649
    )
    
    
    
    
    
    
    268
    
    
    
    229
    
    
    
    (9,669
    )
    
    
    1,481
    
    
    
    
    
    
    
    93
    
    
    
    31,184
    
    
    
    164,439Resources used in financing activities
    
    
    2,913,462
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (927
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,939
    
    
    
    2,916,477Resources (used in) provided by investing activities
    
    
    (1,215,275
    )
    
    
    
    
    
    
    (3,303
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (268
    )
    
    
    
    
    
    
    7,180
    
    
    
    1,370
    
    
    
    
    
    
    
    (67
    )
    
    
    (34,718
    )
    
    
    (1,245,081
    )Effect of inflation on cash and cash equivalents
    
    
    (35,186
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (405
    )
    
    
    (35,591
    )Cash and cash equivalents:Net increase (decrease) in cash and cash equivalents
    
    
    1,798,617
    
    
    
    464
    
    
    
    1,719
    
    
    
    403
    
    
    
    (649
    )
    
    
    
    
    
    
    
    
    
    
    229
    
    
    
    (3,416
    )
    
    
    2,851
    
    
    
    
    
    
    
    26
    
    
    
    
    
    
    
    1,800,244Beginning balances
    
    
    727,427
    
    
    
    934
    
    
    
    1,123
    
    
    
    32
    
    
    
    3,448
    
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    4,901
    
    
    
    1,416
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    739,291Ending balances
    
    
    2,526,044
    
    
    
    1,398
    
    
    
    2,842
    
    
    
    435
    
    
    
    2,799
    
    
    
    
    
    
    
    
    
    
    
    239
    
    
    
    1,485
    
    
    
    4,267
    
    
    
    
    
    
    
    26
    
    
    
    
    
    
    
    2,539,535
  F-101




---



##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TET
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    Elimination
    
    
    ConsolidatedBalance sheet as of December 31, 2006:Cash and cash equivalents and Current restricted cash
    
    
    750,889
    
    
    
    934
    
    
    
    1,123
    
    
    
    32
    
    
    
    3,448
    
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    4,901
    
    
    
    1,416
    
    
    
    
    
    
    
    
    
    
    
    762,753Accounts receivable  net
    
    
    439,423
    
    
    
    30,098
    
    
    
    220,461
    
    
    
    45,443
    
    
    
    167,741
    
    
    
    114
    
    
    
    52
    
    
    
    673
    
    
    
    57,386
    
    
    
    12,833
    
    
    
    2,159
    
    
    
    (491,126
    )
    
    
    485,257Inventory  net
    
    
    35,790
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,790Prepaid expenses
    
    
    64,412
    
    
    
    264
    
    
    
    988
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    65,740Investment in subsidiaries
    
    
    306,567
    
    
    
    
    
    
    
    1,666
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (308,233
    )
    
    
    Frequency rights  net
    
    
    88,374
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88,374Telephone network system and Equipment net
    
    
    3,060,002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    209,590
    
    
    
    10,861
    
    
    
    20,984
    
    
    
    
    
    
    
    3,301,437Preoperating expenses  net
    
    
    98,340
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    98,340Intangible assets  net
    
    
    190,249
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    190,249Obligations
    
    
    
    
    
    
    1,600
    
    
    
    13,468
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,068Deposits
    
    
    369
    
    
    
    391
    
    
    
    7
    
    
    
    
    
    
    
    4,449
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    742
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    5,973Deferred tax
    
    
    
    
    
    
    
    
    
    
    2,393
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,393Other assets
    
    
    14,548
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18
    )
    
    
    
    
    
    
    
    
    
    
    14,530Total assets
    
    
    5,048,963
    
    
    
    33,287
    
    
    
    240,106
    
    
    
    45,485
    
    
    
    175,638
    
    
    
    114
    
    
    
    52
    
    
    
    683
    
    
    
    272,670
    
    
    
    25,122
    
    
    
    23,143
    
    
    
    (799,359
    )
    
    
    5,065,904Total liabilities
    
    
    2,772,049
    
    
    
    34,338
    
    
    
    237,491
    
    
    
    43,890
    
    
    
    11,979
    
    
    
    
    
    
    
    
    
    
    
    611
    
    
    
    182,194
    
    
    
    12,170
    
    
    
    
    
    
    
    (505,732
    )
    
    
    2,788,990Shareholders Equity:Capital Stock and Additional Paid- In Capital
    
    
    3,580,578
    
    
    
    93
    
    
    
    66
    
    
    
    55
    
    
    
    171,497
    
    
    
    127
    
    
    
    55
    
    
    
    54
    
    
    
    703,231
    
    
    
    13,045
    
    
    
    97,873
    
    
    
    (986,096
    )
    
    
    3,580,578Accumulated deficit
    
    
    (1,303,664
    )
    
    
    (1,144
    )
    
    
    2,549
    
    
    
    1,540
    
    
    
    (7,838
    )
    
    
    (13
    )
    
    
    (3
    )
    
    
    18
    
    
    
    (612,755
    )
    
    
    (93
    )
    
    
    (74,730
    )
    
    
    692,469
    
    
    
    (1,303,664
    )Total shareholders equity
    
    
    2,276,914
    
    
    
    (1,051
    )
    
    
    2,615
    
    
    
    1,595
    
    
    
    163,659
    
    
    
    114
    
    
    
    52
    
    
    
    72
    
    
    
    90,476
    
    
    
    12,952
    
    
    
    23,143
    
    
    
    (293,627
    )
    
    
    2,276,914Total liabilities and Shareholders  equity
    
    
    5,048,963
    
    
    
    33,287
    
    
    
    240,106
    
    
    
    45,485
    
    
    
    175,638
    
    
    
    114
    
    
    
    52
    
    
    
    683
    
    
    
    272,670
    
    
    
    25,122
    
    
    
    23,143
    
    
    
    (799,359
    )
    
    
    5,065,904Total shareholders equity under Mexican GAAP
    
    
    2,276,914
    
    
    
    (1,051
    )
    
    
    2,615
    
    
    
    1,595
    
    
    
    163,659
    
    
    
    114
    
    
    
    52
    
    
    
    72
    
    
    
    90,476
    
    
    
    12,952
    
    
    
    23,143
    
    
    
    (293,627
    )
    
    
    2,276,914
  F-102




---



##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TET
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    Elimination
    
    
    ConsolidatedPreoperating expenses
    
    
    (391,951
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (391,951
    )Amortization of preoperating expenses
    
    
    293,611
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    293,611Capitalization of interest
    
    
    121,894
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121,894Amortization of capitalized interest
    
    
    (40,451
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (40,451
    )Installation revenues
    
    
    (67,225
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (67,225
    )Installation costs
    
    
    (523,056
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (523,056
    )Capitalized internal compensation cost
    
    
    (2,285
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,285
    )Severance Indemnity liability
    
    
    (908
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (908
    )SAB 108 initial effect
    
    
    7,034
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,034SAB effects for the year
    
    
    3,035
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,035Total shareholders equity under US. GAAP
    
    
    1,676,612
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,676,612
  F-103




---



##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   ON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TET
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    Elimination
    
    
    ConsolidatedStatements of Operations for the year ended December 31, 2006:Revenues
    
    
    1,716,316
    
    
    
    45,170
    
    
    
    338,295
    
    
    
    63,114
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    907
    
    
    
    88,308
    
    
    
    14,171
    
    
    
    
    
    
    
    (524,589
    )
    
    
    1,741,692Operating cost and expenses
    
    
    (1,585,904
    )
    
    
    (43,871
    )
    
    
    (334,952
    )
    
    
    (61,413
    )
    
    
    4,455
    
    
    
    
    
    
    
    
    
    
    
    (886
    )
    
    
    (71,801
    )
    
    
    (15,167
    )
    
    
    
    
    
    
    524,589
    
    
    
    (1,584,950
    )Integral (cost) income of financing
    
    
    (122,543
    )
    
    
    10
    
    
    
    (100
    )
    
    
    (114
    )
    
    
    4,360
    
    
    
    (4
    )
    
    
    (2
    )
    
    
    (3
    )
    
    
    10,488
    
    
    
    798
    
    
    
    (72
    )
    
    
    
    
    
    
    (107,182
    )Other income (expenses)
    
    
    (37,136
    )
    
    
    (308
    )
    
    
    1,811
    
    
    
    (51
    )
    
    
    (13,742
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    29
    
    
    
    
    
    
    
    (29,431
    )
    
    
    (78,827
    )Net (loss) income
    
    
    (29,267
    )
    
    
    1,001
    
    
    
    5,054
    
    
    
    1,536
    
    
    
    (4,927
    )
    
    
    (4
    )
    
    
    (2
    )
    
    
    18
    
    
    
    26,996
    
    
    
    (169
    )
    
    
    (72
    )
    
    
    (29,431
    )
    
    
    (29,267
    )Net (loss) income for the year under Mexican GAAP
    
    
    (29,267
    )
    
    
    1,001
    
    
    
    5,054
    
    
    
    1,536
    
    
    
    (4,927
    )
    
    
    (4
    )
    
    
    (2
    )
    
    
    18
    
    
    
    26,996
    
    
    
    (169
    )
    
    
    (72
    )
    
    
    (29,431
    )
    
    
    (29,267
    )Preoperating expensesAmortization of preoperating expenses
    
    
    32,030
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,030Capitalization of interest
    
    
    49,945
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,945Amortization of capitalized Interest
    
    
    (27,136
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,136
    )Installation revenues
    
    
    858
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    858Installation costs
    
    
    (213,247
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (213,247
    )Debt restructuring
    
    
    197,006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    197,006Capitalized internal compensation cost
    
    
    143
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143Severance Indemnity liability
    
    
    (908
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (908
    )Reversal of SAB 108
    
    
    3,035
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,035Net loss (income) for the year Under U.S. GAAP
    
    
    12,459
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,459
  F-104




---



##### Table of Contents



MAXCOM TELECOMUNICACIONES, S. A. B. DE C. V. AND SUBSIDIARIES
   NON-GUARANTORSUBSIDIARIESMaxcom
    
    
    Maxcom
    
    
    
    
    
    
    
    
    
    
    SierraMaxcom
    
    
    CTE
    
    
    MSA
    
    
    OOP
    
    
    MSF
    
    
    USA
    
    
    TV
    
    
    TET
    
    
    Telereunión
    
    
    USA
    
    
    Telscape
    
    
    Elimination
    
    
    ConsolidatedStatement of Cash Flows under U.S. GAAP for the Year Ended December 31, 2006:Net (loss) income the year under U.S. GAAP
    
    
    12,459
    
    
    
    1,001
    
    
    
    5,054
    
    
    
    1,536
    
    
    
    (4,927
    )
    
    
    (4
    )
    
    
    (2
    )
    
    
    18
    
    
    
    26,996
    
    
    
    (169
    )
    
    
    (72
    )
    
    
    (29,431
    )
    
    
    12,459Depreciation and amortization
    
    
    159,284
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,437
    
    
    
    167,721Other adjustments to reconcile net income to cash provided by operating activities
    
    
    (47,558
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,657
    
    
    
    99Net change in working capital
    
    
    (87,032
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (214,152
    )
    
    
    (301,184
    )Resources (used in) provided by Operating activities
    
    
    37,153
    
    
    
    1,001
    
    
    
    5,054
    
    
    
    1,536
    
    
    
    (4,927
    )
    
    
    (4
    )
    
    
    (2
    )
    
    
    18
    
    
    
    26,996
    
    
    
    (169
    )
    
    
    (72
    )
    
    
    (187,489
    )
    
    
    (120,905
    )Resources used in financing activities
    
    
    1,326,567
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    205,177
    
    
    
    1,531,744Resources (used in) provided by investing activities
    
    
    (861,744
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43,144
    )
    
    
    (904,888
    )Effect of inflation on cash and cash equivalents
    
    
    (7,560
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (318
    )
    
    
    (7,878
    )Cash and cash equivalents:Net increase (decrease) in cash and cash equivalents
    
    
    494,416
    
    
    
    1,001
    
    
    
    5,054
    
    
    
    1,536
    
    
    
    (4,927
    )
    
    
    (4
    )
    
    
    (2
    )
    
    
    18
    
    
    
    26,996
    
    
    
    (169
    )
    
    
    (72
    )
    
    
    (25,774
    )
    
    
    498,073Beginning balances
    
    
    233,011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,207
    
    
    
    241,218Ending balances
    
    
    727,427
    
    
    
    1,001
    
    
    
    5,054
    
    
    
    1,536
    
    
    
    (4,927
    )
    
    
    (4
    )
    
    
    (2
    )
    
    
    18
    
    
    
    26,996
    
    
    
    (169
    )
    
    
    (72
    )
    
    
    (17,567
    )
    
    
    739,291
  F-105




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##### Table of Contents



Balance at
    
    
    Charged toBeginning of
    
    
    Cost and
    
    
    
    
    
    
    Balance at EndPeriod
    
    
    Expenses
    
    
    Deductions
    
    
    of PeriodAllowance for doubtful accounts
    
    
    2008
    
    
    $
    107.7
    
    
    $
    106.3
    
    
    $
    (52.0
    )
    
    $
    161.92007
    
    
    $
    92.7
    
    
    $
    63.4
    
    
    $
    (48.4
    )
    
    $
    107.72006
    
    
    $
    74.3
    
    
    $
    59.6
    
    
    $
    (41.2
    )
    
    $
    92.7Allowance for obsolete and slow- moving supply inventories
    
    
    2008
    
    
    $
    0.3
    
    
    
    (0.3
    )
    
    $
    
    
    
    $
    2007
    
    
    $
    0.3
    
    
    
    
    
    
    
    (0.3
    )
    
    $
    0.12006
    
    
    $
    0.3
    
    
    
    
    
    
    
    
    
    
    $
    0.3Allowance for obsolete and slow- moving network inventories
    
    
    2008
    
    
    $
    9.3
    
    
    
    21.7
    
    
    $
    (17.3
    )
    
    $
    13.72007
    
    
    $
    10.0
    
    
    
    
    
    
    $
    (0.7
    )
    
    $
    9.32006
    
    
    $
    10.2
    
    
    
    
    
    
    $
    (0.1
    )
    
    $
    10.0
  F-106




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##### Table of Contents



ITEM 19. EXHIBITS
 1.1
    
    
    Amended and Restated Bylaws (estatutos)of Maxcom Telecomunicaciones, S.A. de
C.V. (English translation), filed as an exhibit to our annual report on Form
20-F, filed with the SEC on June 13, 2008, is incorporated herein by reference.2.1
    
    
    Senior Note Indenture, dated December 20, 2006, among Maxcom
Telecomunicaciones, S.A. de C.V., Maxcom Servicios Administrativos, S.A. de
C.V., Outsourcing Operadora de Personal, S.A. de C.V., Técnicos Especializados
en Telecomunicaciones, S.A. de C.V., Corporativo en Telecomunicaciones, S.A. de
C.V., Maxcom SF, S.A. de C.V., Maxcom TV, S.A. de C.V., Maxcom USA, Inc. and
Deutsche Bank Trust Company Americas, filed as an exhibit to our annual report
on Form 20-F, filed with the SEC on June 26, 2007, is incorporated herein by
reference.2.2
    
    
    First Supplemental Indenture, dated September 5, 2007, among Maxcom, the
guarantors a party thereto and Deutsche Bank Trust Company Americas, as
trustee, filed as an exhibit to our registration statement on Form F-1/A (No.
333-145800), filed with the SEC on November 1, 2007, is incorporated herein by
reference.2.3
    
    
    Second Supplemental Indenture, dated January 25, 2008, among Sierra
Comunicaciones Globales, S.A. de C.V., the existing guarantors party thereto
and Deutsche Bank Trust Company Americas, as trustee, filed as an exhibit to
our annual report on Form 20-F, filed with the SEC on June 13, 2008, is
incorporated herein by reference.2.4
    
    
    Form of Deposit Agreement among Maxcom, the Depositary named therein and all
holders of American Depositary Shares issued thereunder, filed as an exhibit to
our registration statement on Form F-1/A (No. 333-144771), filed with the SEC
on October 2, 2007, is incorporated herein by reference.2.5
    
    
    Form of Registration Rights Agreement by and among Maxcom, Nexus-Maxcom
Holdings I, LLC, BASCFC-Maxcom Holding I, LLC, BAS Capital Funding Corporation,
BankAmerica Investment Corporation and the other stockholders party thereto,
filed as an exhibit to our registration statement on Form F-1/A (No.
333-144771), filed with the SEC on October 2, 2007, is incorporated herein by
reference.2.6
    
    
    Third Amended and Restated Securityholders Agreement, dated July 20, 2006,
among Maxcom Telecomunicaciones, S.A. de C.V. and certain of its shareholders,
filed as an exhibit to our annual report on Form 20-F, filed with the SEC on
June 26, 2007, is incorporated herein by reference.3.1
    
    
    CPO Trust Agreement effective April 25, 2002 among Maxcom., its shareholders
and Banco Nacional de México, S.A., Institución de Banca Múltiple, Grupo
Financiero Banamex Accival, as trustee, filed as an exhibit to our annual
report on Form 20-F, filed with the SEC on July 1, 2002, is incorporated herein
by reference.3.2
    
    
    CPO Trust Agreement, dated October 17, 2007, among Maxcom Telecomunicaciones,
S.A. de C.V., its shareholders and Nacional Financiera, S.N.C. (English
translation), filed as an exhibit to our registration statement on Form F-1/A
(No. 333-144771), filed with the SEC on October 17, 2007, is incorporated
herein by reference.3.3
    
    
    CPO Deed, dated October 17, 2007, among Nacional Financiera, S.N.C.,
Institución de Banca de Desarrollo, Monex Casa de Bolsa, S.A. de C.V., Grupo
Financiero Monex and Comisíon Nacional Bancaria y de Valores (English
translation), filed as an exhibit to our registration statement on Form F-1/A
(No. 333-144771), filed with the SEC on October 17, 2007, is incorporated
herein by reference.4.1
    
    
    Agreement for the use of infrastructure and installation of fiber optic cable
on the highways between Puebla and México, dated August 18, 1998, between
Amaritel, S.A. de C.V. (the predecessor of Maxcom Telecomunicaciones, S.A. de
C.V.) and Iusatel, S.A. de C.V., filed as an exhibit to our registration
statement on Form F-4 (No. 333-11910), filed with the SEC on May 5, 2000, is
incorporated herein by reference.4.2
    
    
    Interconnection Agreement for long-distance services, dated January 22, 1999,
between Amaritel and Teléfonos de México (Telmex) valid for an initial period
of two years between February 1, 1999 and January 1, 2001, and in effect
thereafter in accordance with article 42 of the Mexican Telecommunications law,
filed as an exhibit to our registration statement on Form F-4 (No. 333-11910),
filed with the SEC on May 5, 2000, is incorporated herein by reference.4.3
    
    
    Local Interconnection Service Agreement, dated November 24, 1998, between
Amaritel, S.A. de C.V. and Teléfonos de México, S.A. de C.V., filed as an
exhibit to our registration statement on Form F-4 (No. 333-11910), filed with
the SEC on May 5, 2000, is incorporated herein by reference.




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##### Table of Contents



4.4
    
    
    Amendment to Local Interconnection Service Agreement, dated February 25, 1999,
between Amaritel, S.A. de C.V. and Teléfonos de México, S.A. de C.V.,
originally entered into on November 24, 1998, filed as an exhibit to our
registration statement on Form F-4 (No. 333-11910), filed with the SEC on May
5, 2000, is incorporated herein by reference.4.5
    
    
    Metropolitan Network Capacity Sale Agreement, dated April 28, 2000, between
Maxcom Telecomunicaciones, S.A. de C.V. and Metro Net, S.A. de C.V., as amended
on December 21, 2000, filed as an exhibit to our annual report on Form 20-F,
filed with the SEC on June 29, 2001, is incorporated herein by reference.4.6
    
    
    Telecommunications Service Agreement, dated November 15, 1999, between Maxcom
and Teléfonos de México, S.A. de C.V. , filed as an exhibit to our registration
statement on Form F-4 (No. 333-11910), filed with the SEC on May 5, 2000, is
incorporated herein by reference.4.7
    
    
    Telecommunications Service Agreement, dated March 9, 1999, between Maxcom and
Bestel S.A. de C.V., pursuant to which Bestel will provide long-distance and
private call services to Maxcom, filed as an exhibit to our registration
statement on Form F-4 (No. 333-11910), filed with the SEC on May 5, 2000, is
incorporated herein by reference.4.8
    
    
    Concession for the installation and operation of telecommunications services
granted to Amaritel, S.A. de C.V. by the Secretary of Telecommunications and
Transport on December 20, 1996, filed as an exhibit to our registration
statement on Form F-4 (No. 333-11910), filed with the SEC on May 5, 2000, is
incorporated herein by reference.4.9
    
    
    Amendment to Concession for the installation and operation of
telecommunications services granted to Amaritel by the Secretary of
Telecommunications and Transport on December 20, 1996, dated September 8, 1999,
extending the coverage of such concession to include various additional
municipalities of the State of Mexico, filed as an exhibit to our registration
statement on Form F-4 (No. 333-11910), filed with the SEC on May 5, 2000, is
incorporated herein by reference.4.10
    
    
    Amendment to Concession for the installation and operation of
telecommunications services granted to Amaritel by the Secretary of
Telecommunications and Transport on December 20, 1996, dated December 7, 1999,
authorizing Maxcom to employ whatever technologies it deems appropriate in
providing telecommunications services to various municipalities, filed as an
exhibit to our registration statement on Form F-4 (No. 333-11910), filed with
the SEC on May 5, 2000, is incorporated herein by reference.4.11
    
    
    Amendment to Annex A and B of Concession for the installation and operation of
telecommunications services granted to Amaritel, S.A. de C.V. by the Secretary
of Telecommunications and Transport on December 20, 1996, dated September 27,
2001, extending the coverage of such concession to include all of Mexico, filed
as an exhibit to our registration statement on Form F-4 (No. 333-11910), filed
with the SEC on May 5, 2000, is incorporated herein by reference.4.12
    
    
    Concession for a public telecommunications network in telecommunications
regions 3, 5 and 8 granted to Amaritel, S.A. de C.V. by the Secretary of
Telecommunications and Transport on April 29, 1998, filed as an exhibit to our
registration statement on Form F-4 (No. 333-11910), filed with the SEC on May
5, 2000, is incorporated herein by reference.4.13
    
    
    Concession for the operation of point-to-multipoint microwave
telecommunications services in Region 5 granted to Amaritel, S.A. de C.V. by
the Secretary of Telecommunications and Transport on April 23, 1998, filed as
an exhibit to our registration statement on Form F-4 (No. 333-11910), filed
with the SEC on May 5, 2000, is incorporated herein by reference.4.14
    
    
    Concession for the operation of point-to-multipoint microwave
telecommunications services in Region 3 granted to Amaritel, S.A. de C.V. by
the Secretary of Telecommunications and Transport on April 23, 1998, filed as
an exhibit to our registration statement on Form F-4 (No. 333-11910), filed
with the SEC on May 5, 2000, is incorporated herein by reference.4.15
    
    
    Concession for the operation of point-to multipoint microwave
telecommunications services in Region 8 granted to Amaritel, S.A. de C.V. by
the Secretary of Telecommunications and Transport on April 29, 1998, filed as
an exhibit to our registration statement on Form F-4 (No. 333-11910), filed
with the SEC on May 5, 2000, is incorporated herein by reference.4.16
    
    
    Concessions for the nationwide operation of point-to-point microwave
telecommunications services using five frequency bands in the 56 MHz bandwidth,
each granted to Amaritel, S.A. de C.V. by the Secretary of Telecommunications
and Transport on June 4, 1998, filed as an exhibit to our registration
statement on Form F-4 (No. 333-11910), filed with the SEC on May 5, 2000, is
incorporated herein by reference.




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##### Table of Contents



4.17
    
    
    Concessions for the nationwide operation of point-to-point microwave
telecommunications services using two frequency bands in the 100 MHz bandwidth,
each granted to Amaritel, S.A. de C.V. by the Secretary of Telecommunications
and Transport on June 4, 1998, filed as an exhibit to our registration
statement on Form F-4 (No. 333-11910), filed with the SEC on May 5, 2000, is
incorporated herein by reference.4.18
    
    
    Amendment to Concession for the operation of point-to-multipoint
telecommunications services in Regions 3, 5, 8 granted to Amaritel, S.A. de
C.V. by the Secretary of Telecommunications and Transport on April 1, 1998,
dated October 12, 1999, regarding the start date for the initiation of
services, filed as an exhibit to our registration statement on Form F-4 (No.
333-11910), filed with the SEC on May 5, 2000, is incorporated herein by
reference.4.19
    
    
    Amendment to Concession for the installation and operation of
telecommunications services granted to Amaritel, S.A. de C.V. by the Secretary
of Telecommunications and Transport on December 20, 1996, dated September 24,
1999 eliminating financial restrictions, filed as an exhibit to our
registration statement on Form F-4 (No. 333-11910), filed with the SEC on May
5, 2000, is incorporated herein by reference.4.20
    
    
    Warrant Agreement, dated as of March 17, 2000, between Maxcom
Telecomunicaciones, S.A. de C.V. and The Bank of New York, as warrant agent,
filed as an exhibit to our annual report on Form 20-F, filed with the SEC on
June 29, 2001, is incorporated herein by reference.4.21
    
    
    Dark Fiber Optic Purchase Agreement, dated as of August 13, 2002, between
Maxcom Telecomunicaciones, S.A. de C.V. and Bestel S.A. de C.V., filed as an
exhibit to our annual report on Form 20-F, filed with the SEC on June 30, 2003,
is incorporated herein by reference.4.22
    
    
    Transactional Lease Termination Agreement, dated as of May 20, 2003, among
Maxcom Telecomunicaciones, S.A. de C.V. and Jacobo Zaga Romano, Jacobo Zaga
Buzali, et.al., filed as an exhibit to our annual report on Form 20-F, filed
with the SEC on June 30, 2003, is incorporated herein by reference.4.23
    
    
    Capacity Sale Agreement, dated as of October 15, 2003, between Maxcom
Telecomunicaciones, S.A. de C.V. and Axtel, S.A. de C.V., filed as an exhibit
to our annual report on Form 20-F, filed with the SEC on June 24, 2004, is
incorporated herein by reference.4.24
    
    
    Credit Agreement, dated April 28, 2004, by and among Banco Santander Mexicano,
S.A., Institución de Banca Mútiple Grupo Financiero Santander Serfin, as
lenders, and Maxcom, as borrower, filed as an exhibit to our annual report on
Form 20-F, filed with the SEC on June 30, 2005, is incorporated herein by
reference.4.25
    
    
    Credit Agreement, dated April 13, 2005, by and among Ixe Banco, S.A.,
Institución de Banca Mútiple, Ixe Grupo Financiero., as lenders, and Maxcom, as
borrower, filed as an exhibit to our annual report on Form 20-F, filed with the
SEC on June 30, 2005, is incorporated herein by reference.4.26
    
    
    Amendment dated August 5, 2004 to Exhibit B of the Master Agreement to Supply
Local Interconnection Services, dated February 25, 1999, between Maxcom and
Telefonos de México, S.A. de C.V., filed as an exhibit to our annual report on
Form 20-F, filed with the SEC on June 30, 2005, is incorporated herein by
reference.4.27
    
    
    Credit Agreement, dated April 13, 2005, by and among Ixe Banco, S.A.,
Institución de Banca Múltiple, Ixe Grupo Financiero, as lenders, and Maxcom, as
borrower, filed as an exhibit to our annual report on Form 20-F, filed with the
SEC on June 30, 2006, is incorporated herein by reference.4.28
    
    
    Credit Agreement, dated October 25, 2005, by and among Ixe Banco, S.A.,
Institución de Banca Múltiple, Ixe Grupo Financiero, as lenders, Maxcom, as
borrower and Maxcom SF, S.A. de C.V. as joint and several obligor, and
amendment dated December 13, 2005, filed as an exhibit to our annual report on
Form 20-F, filed with the SEC on June 30, 2006, is incorporated herein by
reference.4.29
    
    
    Credit Agreement, dated October 21, 2005, by and among Banco Mercantil del
Norte, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte, as
lenders and Maxcom, as borrower, filed as an exhibit to our annual report on
Form 20-F, filed with the SEC on June 30, 2006, is incorporated herein by
reference.4.30
    
    
    Irrevocable Trust Agreement, dated November 21, 2005, by and among Maxcom, as
settlor, Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo
Financiero Banorte and Ixe Banco, S.A., Institución de Banca Múltiple, Ixe
Grupo Financiero, as trust beneficiaries and HSBC México, S.A., Institución de
Banca Múltiple, Grupo Financiero HSBC, Trust Division, as trustees, filed as an
exhibit to our annual report on Form 20-F, filed with the SEC on June 30, 2006,
is incorporated herein by reference.




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##### Table of Contents



4.31
    
    
    Minutes of Maxcom Shareholders Meeting dated August 31, 2005 approving the
spin-off, filed as an exhibit to our annual report on Form 20-F, filed with the
SEC on June 30, 2006, is incorporated herein by reference.4.32
    
    
    Stock Purchase Agreement, dated November 22, 2005, by and among Maxcom and
Maxcom SF, S.A. de C.V., as sellers and Tiendas Comercial Mexicana, S.A. de
C.V. and Controladora Comercial Mexicana, S.A. de C.V., as buyers, filed as an
exhibit to our annual report on Form 20-F, filed with the SEC on June 30, 2006,
is incorporated herein by reference.4.33
    
    
    Supply and Installation Agreement of Video Through DSL (IPTV) System dated
December 15, 2006 by and among Maxcom Telecomunicaciones, S.A. de C.V., Alcatel
Bell N.V. and Alcatel México, S.A. de C.V., filed as an exhibit to our annual
report on Form 20-F, filed with the SEC on June 26, 2007, is incorporated
herein by reference.4.34
    
    
    The First Executive Stock Option Plan, which includes a Trust Agreement, dated
May 31, 1999, among Maxcom Telecomunicaciones, S.A. de C.V. and Banco Nacional
de México (English translation) , filed as an exhibit to our registration
statement on Form F-1/A (No. 333-144771), filed with the SEC on September 12,
2007, is incorporated herein by reference.4.35
    
    
    Second Executive Stock Option Plan, dated July 17, 2006 (English translation),
filed as an exhibit to our registration statement on Form F-1/A (No.
333-144771), filed with the SEC on September 12, 2007, is incorporated herein
by reference.6.1
    
    
    Computation of earnings per share, filed as an exhibit to our annual report on
Form 20-F, filed with the SEC on June 30, 2009, is incorporated herein by
reference.7.1
    
    
    Computation of ratio of earnings to fixed charges, filed as an exhibit to our
annual report on Form 20-F, filed with the SEC on June 30, 2009, is
incorporated herein by reference.8.1
    
    
    Subsidiaries of the Registrant, filed as an exhibit to our annual report on
Form 20-F, filed with the SEC on June 30, 2009, is incorporated herein by
reference.11.1
    
    
    Maxcoms Code of Ethics adopted March 2006, filed as an exhibit to our annual
report on Form 20-F, filed with the SEC on June 30, 2006, is incorporated
herein by reference.12.1
    *
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).12.2
    *
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).13.1
    *
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350.13.2
    *
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
 
 *
    
    Filed herewith.




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##### Table of Contents



SIGNATURES
  MAXCOM TELECOMUNICACIONES, S.A.B. DE C.V.By:
    /s/ Jose Antonio SolbesJosé Antonio SolbesChief Financial Officer




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##### Table of Contents



EXHIBIT INDEX
 12.1
    
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).12.2
    
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).13.1
    
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350.13.2
    
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.